Brandywine Photo Collective, Inc.
A Delaware Non-Profit Corporation
Bylaws, Draft Four
after meeting of September 17, 2014
Click here to see Draft Four of September 17, 2014
If you think something should change, please contact Danny at 302 475-0998 or shoot him an email.
ARTICLE I – NAME
The name of this corporation shall be the Brandywine Photo Collective, Inc. (BPC)
ARTICLE II – PURPOSE
The Brandywine Photo Collective is an alliance of accomplished photographers in the Brandywine Valley who meet regularly for inspiration, education and fellowship. Shared knowledge and vision, and the mutual review and exhibition of new work serve to explore and promote fine art photography.
BPC is a non-profit arts and educational organization, and no income derived therefrom will accrue to the benefit of any private individual.
ARTICLE III – OFFICE AND SEAL
The principal office of the corporation shall be ????? [TO COME. Can this be a P.O. Box? Do we need a seal? a logo?]
ARTICLE IV – MEMBERSHIP
Section A – Eligibility
Membership is open to anyone seriously engaged in the pursuit of photography. New members must be recommended to the Board of Directors by a current member, and may become members upon a portfolio presentation to, and approval by, the Board of Directors, and payment of membership dues. Existing members continue to be members as long as they are current on their annual dues, unless they are suspended. Only members of the organization may participate in BPC activities unless otherwise specified by the Board of Directors.
Section B – Membership Dues
The amount of annual membership dues shall be set for each calendar year at the May meeting. The starting date of annual memberships shall be the 1st day of July.
Section C – Lapsed Memberships
Membership will automatically lapse if the member has not participated in three regular BPC meetings in the previous twelve months. Members shall be notified when their memberships have lapsed.
Section D – Suspension for Infraction
A member may be suspended for conduct unbecoming a member, by a two-thirds vote of the Board of Directors. Before action is taken, the accused member shall be given thirty days notice in writing and an opportunity for a hearing before the Board of Directors. [The meeting of 5/21/2014 review these bylaws to this point.]
ARTICLE V – BOARD OF DIRECTORS
Section A – Eligibility, Titles
Directors shall be members who have been in good standing for the 12 months preceding the date of annual meeting, and shall consist of a President, a Vice-President, a Secretary, a Treasurer, and the Immediate Past President. If the Immediate Past President is not available to serve, an At Large Director will be elected instead. [Assumption is that Vice-President is President-in-Training.]
Section B – Election, Term of Office
The Directors shall be elected at the annual meeting and shall hold office for two years. Their terms shall start immediately after election results are announced and end when their successors’ elections are announced. [One suggestion is to have elections by email and/or paper ballots mailed to members, so everyone can vote.]
Section C – Recall
Any Director may be recalled by a majority vote by secret ballot of the members at a regular meeting of the BPC, provided written notice of such proposed recall, signed by at least one third of the membership, shall be filed with the Secretary of the BPC. A copy of the notice will be mailed to all members and served upon the Director affected at least ten days before the meeting at which the recall is to be presented.
Section D – Nominations
Any BPC member may nominate themselves or another member to the Board of Directors. Nominations for Directors will be requested at the regular meeting one month prior to the annual meeting. The nominations shall be published in the annual meeting notice sent to all BPC members three weeks before the annual meeting. Nominations may also be made from the floor at the annual meeting.
Section E – Duties
The duties of the President, Vice President, Secretary, and Treasurer shall be those usually attached to their respective offices and otherwise determined by the Board of Directors and these bylaws. The property and business of the BPC shall be managed by the Board of Directors which, in addition to the powers and authority expressly conferred upon it by these bylaws, may exercise all such powers and do all such things as may be exercised or done by the Corporation in accordance with the laws of the State, these bylaws, and a majority vote of the BPC members at any annual or special meeting open to the entire membership.
Section F – Vacancies shall be filled by appointment by the Board of Directors to fulfill the vacated term.
[NOTE: the sections that follow have not been examined as well as the sections preceding this point.]
ARTICLE VI – MEETINGS OF THE BOARD OF DIRECTORS
Section A- Regular meetings
Regular meetings of the Board of Directors shall be held at times and places to be fixed by the Board and announced to the membership in a timely manner.
Section B – Special Meetings
Special meetings of the Board of Directors shall be called by motion of the President or at the request of three Directors. Seven (7) day advance written notice of the meeting and its purpose shall be sent to all members.
Section C – Voting
a. Three members of the Board of Directors present at the designated hour of the meeting shall constitute a quorum.
b. All decisions by the Board of Directors shall be made by a simple majority vote of those present, unless otherwise specified in these bylaws.
c. Any member of the Board may demand a roll-call vote on any question except as otherwise specified in these bylaws.
Section D – Attendance
All officers are expected to attend all meetings of the Board of Directors except as specifically excused by the President.
ARTICLE VII – MEETINGS OF THE MEMBERSHIP
Section A – Annual Meeting
The Annual Meeting of the BPC shall be held on XXXX. [DATE TO COME] Voting shall be limited to members in good standing. Guests invited by members are welcome to attend but may not vote. [Several dates were suggested for the annual meeting and the start of the program year: January, April, and October.]
Section B – Special Meetings
Special meetings of the BPC Membership may be called by the Board of Directors, or shall be called upon written request of one-third of the members of the BPC.
Section C – Membership Meeting Notice
At least 5 days in advance of any Club meeting, the Secretary shall mail to each member a notice of the time and place of the meeting and the purpose for which it is to be called.
Section D – Quorum
Quorum shall consist of those present at the designated hour of the meeting.
Section E – Rules
Roberts Rules of Order shall prevail at all meetings.
ARTICLE VIII – AMENDMENTS
Proposed amendments to the bylaws must be presented to the Board of Directors, who shall report thereon to a meeting of the BPC Membership. At least one month before said meeting, all members must be notified by mail that amendment to the bylaws is to considered at said meeting. Adoption of such proposed amendment shall be by the approval of a majority of those voting.