Brandywine Photo Collective, Inc.
A Delaware Non-Profit Corporation
Bylaws, Draft Six of October 28, 2014
based on the meetings of October 28, 2014 with Gerry Meekins, Kathy Buckalew, Lynn Maniscalco, Jeff Steen, and Danny Schweers and the meeting of October 23, 2014 with Ken Francis, Danny Schweers, Gerry Meekins, Kathy Buckalew, Lynn Maniscalco, Jane Koester, and Jeff Steen.
ARTICLE 1 – NAME
The name of this corporation shall be the Brandywine Photo Collective, Inc. (BPC)
ARTICLE 2 – 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, the mutual review and exhibition of new work, shall 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 3 – OFFICE OF AGENT
The principal office of the corporation is 1035 Philadelphia Pike, Suite D, Wilmington, DE 19809.
ARTICLE 4 – 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. The starting date of annual memberships shall be the 1st day of January.
Section C – Revocation of Membership
A motion to revoke a person’s membership may be made by a petition signed by one-third of the membership and presented to the Chair. A copy of the petition shall be sent by certified mail, return receipt requested, to the person subject to the proposed action. At the same time, the members shall be notified that the proposed action will be decided at the next member meeting that is at least 15 days after the notification. In that time, the person affected may respond to the petition either before the meeting or at the meeting. The member shall have their membership revoked if a simple majority of members at the meeting so approve.
ARTICLE 5 – 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 Chair, a Vice-Chair, a Secretary, a Treasurer, and the Immediate Past Chair. If the Immediate Past Chair is not available to serve, an At Large Director will be elected instead. [NOTE; Assumption is that Vice-Chair is Chair-in-Training.]
Section B – Nominations, Elections, Term of Office
Nominations shall be accepted every November from any member in good standing. Any BPC member may nominate themselves or another member to serve as a Director. Only nominees willing to serve will be listed on the ballot. Ballots shall be distributed to all members on December 1 of each year and counted December 15, with the results promptly announced. Any candidate receiving a majority of the votes cast shall be elected. If no position’s nominees gets a majority of votes cast, a run-off election shall be conducted in the following week between the two nominees who received the most votes for each position. Directors shall hold office for one year, from 12:01 a.m. on January 1 to midnight on December 31.
Section C – Recall
A motion to recall a director or other person from their position of responsibility may be made by a petition signed by one-third of the membership and presented to the Chair. A copy of the petition shall be sent by certified mail, return receipt requested, to the person subject to the proposed action. At the same time, the members shall be notified that the proposed action will be decided at the next member meeting that is at least 15 days after the notification. In that time, the person affected may respond to the petition either before the meeting or at the meeting. The member shall be removed from their position of responsibility if a simple majority of members at the meeting so approve.
Section D – Duties
The Chair shall conduct meetings of the Directors and the membership, approve which bills are to paid. The Secretary shall take and publish minutes of meetings, conduct correspondence. The treasurer shall collect dues and fees, maintain the organization’s finances, pays bills that have been approved by the Chair, and report the financial status of the organization at least quarterly. The Vice-Chair shall fulfill the Chair’s duties in the Chair’s absence.
Section E – Committee
The Board of Directors may create committees to fulfill the mission of the organization. Any member who volunteers may serve on committees thus created. Decisions of committees are subject to approval by the Board of Directors.
Section F – Any vacancy shall be filled by appointment by the Board of Directors to fulfill the remainder of the vacated term
ARTICLE 6 – 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 Chair or at the request of three Directors. Seven (7) day advance written notice of the meeting and its purpose shall be sent to members.
Section C – Voting
1. The presence of at least three members of the Board of Directors shall constitute a quorum.
2. All decisions by the Board of Directors shall be made by a simple majority vote of those present.
ARTICLE 7 – MEETINGS OF THE MEMBERSHIP
Section A – Annual Meeting
The Annual Meeting of the BPC shall be held on the third Thursday in January. Voting shall be limited to members in good standing. Guests invited by members are welcome to attend but may not vote.
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 Meetings Notice
At least 5 days in advance of any BPC members meeting, the Secretary shall notify each member 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.
Section F – Motions
Motions may be made at any meeting of the membership. If approved by a simple majority of those present at the meeting, the motion is then sent to the entire membership for consideration. Voting on the motion shall occur within 15 days being sent to the membership. The motion shall be binding if approved by a simple majority of the members who respond. Motions may include proposed amendments to these by-laws.