Microsoft Word - AVPP BYLAWS Proposed Revised 02-10.doc

BYLAWS

Of

ALL VALLEY PROFESSIONAL PHOTOGRAPHERS

INDEX

ARTICLE

PAGE

I

NAME

2

II

AFFILIATION

2

III

OBJECTIVES

2

IV

MEMBERSHIP CLASSIFICATIONS

3

V

CODE OF ETHICS

4

VI

REGISTRATION FEES AND DUES

5

VII

APPROVAL OF MEMBERSHIP APPLICATIONS &

CLASSIFICATIONS

5

VIII

MEMBERSHIP OBLIGATIONS

6

IX

MEMBERSHIP MEETINGS

6

X

OFFICERS AND DIRECTORS

6

XI

ELECTION OF OFFICERS AND DIRECTORS

10

XII

INSTALLATION AND AWARDS BANQUET

11

XIII

CALENDAR YEAR

12

XIV

COMMITTEES

12

XV

EXPULSION OF MEMBERS

13

XVI

RESIGNATIONS

13

XVII

OFFICES

13

XVIII

USE OF THE CORPORATE NAME, EMBLEM & LOGOTYPE 13

XIX

LIABILITY & INDEMNIFICATION OF OFFICERS &

DIRECTORS

14

XX

CORPORATE RECORDS AND REPORTS – INSPECTION

15

XXI

CORPORATE SEAL

16

XXII

AMENDMENTS

16

XXIII

DISSOLUTION

16

XXIV

PARLIAMENTARY AUTHORITY

17

CERTIFICATION

17

BYLAWS

Of

ALL VALLEY PROFESSIONAL PHOTOGRAPHERS

ARTICLE I

NAME:

The name of this Nonprofit Corporation shall be ALL VALLEY PROFESSIONAL

PHOTOGRAPHERS (also referred to as AVPP).

ARTICLE II

AFFILIATION:

SECTION 1. AVPP shall be a Chapter member of Professional Photographers of

America, Inc. (also referred to as PPA).

SECTION 2. AVPP shall be an affiliate of Professional Photographers of California

(also referred to as PPC).

ARTICLE III

OBJECTIVES:

SECTION 1. To establish and promote standards of ethical business conduct among

professional photographers.

SECTION 2. To provide a working organization for any united effort in the common

interest of professional photography and allied fields.

SECTION 3. To provide an organized program for the purpose of improving the artistic,

business, technical, and educational needs of participating members.

SECTION 4. To promote unified good fellowship among members of the photographic

profession.

SECTION 5. To plan and execute a continuing campaign designed to increase both the

profit and prestige of professional photography.

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SECTION 6. To furnish a medium of cooperation with PPA, PPC and other local PPC

affiliates devoted to the betterment of professional photography.

SECTION 7. To engage in community involvement or activities where no substantial

part of such involvements or activities conflict with the California

Corporation Code for Nonprofit Corporations.

SECTION 8. To provide a scholarship fund for AVPP members, with Professional

Active privileges, to attend a PPA approved one week school. The

member(s) recipients shall be chosen by either a three fourths (3/4) vote of

all members of the Board of Directors and governed or by the scholarship

rules set fourth in the Standing Rules of AVPP.

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ARTICLE IV

MEMBERSHIP CLASSIFICATIONS:

The membership of AVPP shall consist of such individuals, firms and

other organizations as may be eligible under the various classifications

described in this article, and whose membership applications are approved

by proper action of the Board of Directors.

Members shall be entitled to such services and privileges as shall from

time to time be determined for their various classifications by proper

action of the Board of Directors and shall be stated in the Standing Rules

of AVPP.

SECTION 2. Classifications:

There shall be nine (9) classifications of membership.

A.

Professional Active.

An individual engaged in the field of professional photography

who conforms to applicable laws as pertains to a business

establishment, or one who is employed in a professional

photographic capacity.

B.

Additional Active.

Same privileges as a Professional Active and is employed by a

Professional Active member in good standing.

C.

Affiliate Active.

An individual member of another PPC affiliate. An affiliate

member has limited full membership privileges.

D.

Aspiring.

Individuals who aspire to be a professional photographer. An

aspiring member has limited membership privileges. Each

individual may be an aspiring member for no more than two years

in their lifetime. The total number of aspiring members cannot

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SECTION 1. General:

exceed ten (10%) twenty (20%) percent of the total membership

of AVPP.

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E.

Student.

An individual preparing for a career in professional photography

and enrolled on a full time basis in an accredited school. A copy

of current school registration form must be enclosed with an

application on a yearly basis. Students have limited membership

privileges.

F.

Colleague.

An individual engaged in a profession other than photography but

having an interest in the field or provides professional services in

other fields of interest to professional photography. This

classification is not for photographers or individuals providing

photographic services. Colleague members have limited

membership privileges.

G.

Sustaining.

A manufacturer or firm providing photographic equipment,

materials, laboratories, publishers, supplies, or services to

photographers (listed by company name). This classification

includes an ad in each of AVPP’s monthly newsletters and has

limited membership privileges.

H.

Honorary Member.

A AVPP Professional Active member, in good standing, who has

performed outstanding service to AVPP and is nominated by two

(2) board members and receives a three-fourths (3/4) vote of all

members of the Board of Directors. The duration an individual as

a Honorary Member shall be determined for each individual by the

Board of Directors when nominated. Honorary Members who are

members, in good standing, of PPA and PPC will have the same

privileges as a Professional Active member.

I.

Honorary Life Member.

All Presidents elected for two (2) consecutive full terms, in good

standing, of AVPP will be nominated for Honorary Life Member

at the end of their last full term in office and must receive a three-

fourths (3/4) vote of all members of the Board of Directors.

Honorary Life Members who are members in good standing of

PPA and PPC will have the same privileges as a Professional

Active member.

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ARTICLE V

MEMBERSHIP CODE OF ETHICS (from PPA):

All applications for membership must include a signed “Code of Ethics” as follows:

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“I, as a requirement for admission to and retention of membership and

participation in the All Valley Professional Photographers agree to strive at all

times to upgrade and improve my knowledge and skill of professional

photography, marketing and related areas.

In all my dealings with users of photography and the general public, I will:

1. Strive to present all photographic services in surroundings and in a manner

which reflects the highest levels of professionalism.

2. Deal with all users of photography and the general public with honesty and

integrity.

3. Not use any marketing or competitive practice which violates any Federal

Trade Commission, or other Federal or State regulatory agency rule or

regulation, or Federal or State statute or any decision of any Federal or State

Court.

4. Strive at all times to produce photography and photographic services in

accordance with the highest levels of professionalism.

5. In all dealings with fellow photographers, students and others who aspire to be

professional photographers, I shall share the knowledge and skill of

professional photography.

6. Support efforts for and assist in the education of all interested persons and the

general public in the art and science of professional photography.

Signature:

My signature on the document attests that all statements made by me are true to

the best of my knowledge and further attests that I have read and agree, without

reservation, to abide by the Code of Ethics of All Valley Professional

Photographers. I further understand that failure to do so may result in expulsion

from the Corporation.”

ARTICLE VI

REGISTRATION FEES AND DUES:

SECTION 1. In all membership classifications, PPA and PPC membership is

encouraged, but optional. All statements and applications will show

applicable PPC dues.

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SECTION 2. The Board of Directors may establish schedules of initial registration fees

and shall establish annual dues as required. These fees and dues shall be

stated in the Standing Rules of AVPP.

SECTION 3. Any registration fees and all dues prescribed by the Board of Directors

must accompany each application for membership.

ARTICLE VII

APPROVAL OF MEMBERSHIP APPLICATION AND CLASSIFICATIONS:

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SECTION 1. Applications for membership shall be submitted by the Membership

Committee to the Board of Directors for approval. Each applicant shall

meet all requirements set forth in the AVPP Bylaws and Standing Rules to

be accepted as a member.

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SECTION 2. Authority for classification or re-classification of members or applicants

shall rest with the Board of Directors.

ARTICLE VIII

MEMBERSHIP OBLIGATIONS:

SECTION 1. It shall be the responsibility of every member, regardless of their

classification, to advise the AVPP office within thirty (30) days after a

change in the member’s status which affects their membership or their

membership classification.

SECTION 2. It shall be the responsibility of every member to notify the AVPP office

promptly of any change in their name, business name, address, e-mail

address or telephone number(s).

ARTICLE IX

MEMBERSHIP MEETINGS:

SECTION 1. Annual Membership Meetings.

An annual Membership Meeting must be held each year in the month of

November for the elections of Officers and Directors, considering reports

or the affairs of AVPP, the introduction, discussion or the transaction of

such other business as may properly be brought before the meeting. This

meeting may be in combination with the November general meeting.

SECTION 2. Monthly Meetings.

There shall be at least ten (10) monthly meetings of the membership held

each calendar year not including the Installation and Awards Banquet.

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SECTION 3. Members shall be notified seven (7) calendar days in advance of each

meeting. The Newsletter Editor shall publish all Members shall be given

notices of all meetings of the Membership and the Board of Directors as

required by law or by the AVPP Bylaws.

ARTICLE X

OFFICERS AND DIRECTORS:

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SECTION 1. Board of Directors.

The Board of Directors shall consist of the Officers, Directors and a

Parliamentarian who are members of AVPP with Professional Active

membership privileges, in good standing, with each having one vote.

The Officers of AVPP shall be: President, 1 st Vice President/President

Elect, 2 nd Vice President, Secretary, and Treasurer.

SECTION 3. Directors.

There shall be not less than four (4) two (2) and not more than eight (8)

directors.

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SECTION 4. Parliamentarian.

The immediate Past President (or another Past President) shall serve as

parliamentarian.

SECTION 5. Duties of Officers.

A.

President.

The President shall be chief executive officer of AVPP and shall,

subject to the control of the Board of Directors as a whole, have

general supervision, direction and control of the business affairs of

AVPP. The President shall preside at all meetings of the Board of

Directors and at all meetings of the membership, and attend all

PPC Board meetings, or designate a member of the Board of

Directors to serve in the President’s place. In addition, the

President shall have other powers and perform other duties as may

be prescribed from time to time by the Board of Directors.

B.

1 st Vice President/President-Elect.

The 1 st Vice President/President-Elect shall, in the absence, death,

disability or refusal of the President or his designate to act, perform

all of the duties and have all of the President’s powers. In

addition, shall serve as assistant to the President and shall have

such other powers and perform other duties as may be prescribed

from time to time by the Board of Directors.

C.

2 nd Vice President

The 2 nd Vice President shall serve as assistant to the President and

shall have such other powers and perform other duties as may be

prescribed from time to time by the Board of Directors.

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D.

Treasurer.

The treasurer shall be responsible for keeping correct accounts of

the properties and business transactions of AVPP. The Treasurer

shall supervise the deposit of all monies and valuables in the name

and to the credit of AVPP in such depository as may be designated

by the Board of Directors. Shall disburse the funds of AVPP as

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SECTION 2. Officers.

may be directed by the Board of Directors. Shall render to the

President and to the Board of Directors, at regular board meetings

and whenever they request, an accounting of the transactions and

the general financial conditions of AVPP. In addition, the

Treasurer shall have such other duties as may from time to time be

prescribed by the Board of Directors. Furthermore, if required by

the Board of Directors, shall post bond, at the expense of AVPP.

E.

Secretary.

The Secretary shall attend all meetings of the Board of Directors

and all meetings of the general membership, or designate an

alternate to serve, and shall be responsible for the recording of all

minutes and voting results in the AVPP Minutes book(s). Shall

provide copies of all minutes to members of the Board of Directors

prior to the next regularly scheduled board meeting. Shall have

such other duties and powers as may from time to time be

prescribed by the Board of Directors.

F.

Parliamentarian.

The Parliamentarian maintains order at all AVPP Board of

Directors and Annual Membership meetings. Rules on “points of

order” when needed using the Bylaws and Standing Rules of

AVPP or when applicable, the rules contained in “Robert’s Rules

of Order.” generally accepted parliamentarian rules.

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SECTION 8. Powers of Officers and Directors:

Subject to any limitation in the Articles of Incorporation or in the general

non-profit corporation law of the State of California, the Officers and

Directors of AVPP shall exercise all corporate powers. Without limitation

thereon, it is hereby expressly declared that they have the following

specific powers, among others, to wit:

A.

To select, hire or remove any of the subordinate officers, agents

and employees, (if any) of AVPP, prescribe such powers or duties

for them as may not be inconsistent with the law, or with the

Articles of Incorporation or the Bylaws of AVPP, the Bylaws of

PPA or the Bylaws of PPC and to fix their compensation, if any.

B.

To conduct, manage and control the affairs and business of AVPP

and to make such rules and regulations thereof not inconsistent

with the laws of California, the Articles of Incorporation, the

Bylaws of AVPP, the Bylaws of PPA or the Bylaws of PPC, as

they deem best.

C.

To change the principal offices of the corporation from one

location to another within the County of Los Angeles; to designate

any place within the State of California for holding of any Board of

Directors or membership meetings, and to adopt a corporate seal.

D.

To adopt such rules and regulations as may be necessary or

convenient, provided they do not conflict with the general non-

profit corporation laws of the State of California, the Articles of

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Incorporation, the Bylaws of AVPP, the Bylaws of PPA or the

Bylaws of PPC.

SECTION 9. Regular Meeting of the Board of Directors:

A.

Regular meeting of the Board of Directors shall be held at least

once monthly, from time to time at such places and time as may be

designated by the President or the Board of Directors. A notice

will be given to Officers and Directors seven (7) days in advance,

giving the time and place of the regular or special meetings of the

Board of Directors. Special meetings of the Board of Directors,

for any purpose, may be called at any time by the President, or in

case of absence, disability or refusal to act, by any three (3)

Officer s.Board of Directors.

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B.

All members of AVPP shall be granted an opportunity to appear at

any regular meeting of the Board of Directors. A request to

address the Board of Directors shall be made to the Secretary prior

to any regular meeting of the Board of Directors at which the

member desires to appear.

SECTION 10. Quorum.

Over fifty (50%) percent of the voting members of the Board of Directors

shall constitute a quorum for the transaction of business, except to adjourn

as hereinafter provided. Every act of a majority vote of the Board of

Directors present at a meeting duly held at which a quorum is present shall

be regarded as the act of the Board of Directors. (Except where the AVPP

bylaws state otherwise.)

SECTION 11. Adjournment.

Meetings of the Board of Directors’ can be adjourned when the quorum no

longer exists by a majority of members left in attendance.

SECTION 12. Resignation.

Any member of the Board of Directors may tender their resignation in

writing to the Secretary, provided that no such resignation shall be

effective until it has been accepted by a quorum of the remaining members

of the Board of Directors. Any member of the Board of Directors who is

absent, without prior excuse from two consecutive regularly scheduled

meetings of the Board of Directors, shall be considered as having tendered

his/her resigned resignation from the Board of Directors. The Board of

Dirctors may or may not accept the resignation at its next scheduled Board

of Dirctors meeting.

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SECTION 13. Removal of Officers and Directors.

Any Officer or Director may be removed from office by a two-thirds vote

of the Board of Directors for such cause as may be determined by said

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Board of Directors to be contrary to the best interest of AVPP and/or the

AVPP Code of Ethics; provided that written charges alleging such cause

shall be filed with the Board of Directors, and a copy thereof furnished to

the Officer or Director charged, at least ten (10) calendar days prior to the

meeting at which such charges are to be considered; and that the Officer or

Director so charged shall be granted the opportunity to be heard fully

before such action may be taken. The meeting will be restricted to

Officers, Directors and Parliamentarian only.

SECTION 14. Removal of appointed positions.

Any member that has been appointed to a position may be removed from

that position by a two-thirds (2/3) vote of the Board of Directors for such

cause as may be determined to be contrary to the best interest of AVPP

and/or the AVPP Code of Ethics.

ARTICLE XI

SECTION 1. Procedure.

The Nominating Committee Board of Dirctors and/or any member shall

submit the names of candidates for all vacancies at the meeting of the

Board of Directors prior to the October general meeting. Said candidates

shall be AVPP members, with Professional Active privileges, in good

standing. Following approval by the Board of Directors, the names of

candidates shall be presented to the membership at the October general

meeting and nominations from the floor of qualified members will be

accepted. Final approval of the ballot of Officers and Directors will be

made at the meeting of the Board of Directors prior to the November

general meeting.

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SECTION 2. Provision for Written Balloting.

The election of Officers and Directors shall be by written ballot at the

November Annual Membership Meeting by AVPP members, with

Professional Active privileges, in good standing. Absentee ballots must be

provided and must be received by mail in a sealed envelope that has been

signed on the back of the envelope by an AVPP member, with

Professional Active privileges, in good standing. Ballots must be received

no later than two (2) calendar days prior to the November Annual

Membership Meeting. All ballots will be tabulated by the Secretary and

two other members of the Board of Directors at the annual meeting. All

candidates must have a majority vote of the ballots cast to take office. A

second ballot to determine a majority vote for an Officer where there is

more than one candidate on the ballot for that office may be taken at the

annual meeting. Candidate for Directors not receiving a majority vote will

not be on the Board of Directors. The tally shall become the official

results and must be published in the Newsletter or on the AVPP website

within thirty (30) days. All ballots must be kept in the possession of the

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Secretary for sixty (60) calendar days and be made available to any AVPP

member.

SECTION 3. Filling a Vacancy.

In the event of the death, resignation or expulsion of any Officer or

Director, the Nominating Committee shall present a nominee, who has

Professional Active privileges, in good standing to fill the vacancy.

Following approval by the Board of Directors, said nominee shall fill the

vacancy until the expiration of the term.

SECTION 4. Qualification for Voting.

Voting under Article X, Section 2 shall be limited to AVPP members with

Professional Active privileges, in good standing.

SECTION 5. Tenure and Limitations.

A.

Officers shall be elected annually to serve a one year term or until

their successors are elected.

B.

The President shall have been an elected officer at least one full

term prior to taking office and shall not be elected to serve more

than two (2) consecutive terms as President.

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C.

Officers shall have been an elected Director at least one full year

prior to taking office. be elected for a one (1)year term.

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D.

Directors shall have been members of AVPP at least one year prior

to taking office.

Deleted: two

F.

There shall not be more than one member of a studio or

company/organization serving on the Board of Directors at any one

time.

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G.

The immediate Past President or another Past President shall be

appointed as Parliamentarian for a one year term by the

Nominating Committee, subject to the approval of the Board of

Directors.

H.

Exception to these provisions of Article XI, Section 5 shall require

three-fourths (3/4) vote of all members of the Board of Directors.

SECTION 6. Taking Office.

A.

The January meeting of the Board of Directors will be a joint

meeting of the old and new Board of Directors. The outgoing

President will call for the final committee reports and after

disposing of business on hand, will turn over the meeting to the

incoming President.

B.

The new Officers and Directors will take office at the regular

meeting of the Board of Directors in January preceding their

official installation and will be responsible for the administration,

direction and control of all functions for their term of office.

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E.

Directors shall be elected for a two one (1) year term.

ARTICLE XII

INSTALLATION AND AWARDS BANQUET: MEETING:

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The new Officers and Directors each year will be presented to the membership and

officially installed at the Installation and Awards Banquet Meeting which will be held in

January or February. At this time, the annual print competition awards will be made by

the Chairperson of the Print Competition Committee, and the outgoing President will

award such citations and Honorary membership as had been approved by the Board of

Directors during the previous year.

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ARTICLE XIII

CALENDAR YEAR:

For all purposes of terms of office, accounting and any record keeping, the Calendar year,

January 1 through December 31, shall be used.

ARTICLE XIV

COMMITTEES:

SECTION 1. Committees.

A. The President shall, at the first board meeting after taking office,

appoint all committees and Committee Chairpersons subject to the

approval of the Board of Directors. The President shall be ex officio

member of all committees.

B. Standing Committees shall be appointed by the Board of Directors as

required by the needs of the organization .

1. Banquet Committee.

2. Budget Committee (Treasurer to be Chairperson)

3. Bulletin Editor and Committee.

4. Membership Committee.

5. Nomination Committee (Five (5) members).

6. Public Relations Committee.

7. Print Competition Committee.

8. Program Committee.

9. Door Prize Committee.

10. Seminar Committee.

11. Studio Visitation Committee.

12. Telephone Committee.

13. Video Tape Library Committee.

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C. The President shall have discretionary power to appoint such other

committees and committee chairpersons as may be necessary to the

proper functioning of AVPP, subject to the approval of the Board of

Directors.

D. Committee Chairpersons, who are not elected members of the Board

of Directors, shall be ex officio members of the Board of directors,

without a vote.

ARTICLE XV

EXPULSION OF MEMBERS:

Any member may be expelled from AVPP by a two-thirds vote of the Board of Directors

for such cause as may be determined by the Board of Directors, for any violation of the

Code of Ethics, or for any behavior contrary to the best interest of the Corporation:

provided that written charges alleging such cause shall be filed with the Board of

Directors; and a copy thereof furnished to the member at least ten (10) calendar days

prior to the meeting of the Board of Directors at which time such charges are to be

considered; and that the member so charged shall be granted the opportunity to be heard

fully before such action be taken.

ARTICLE XVI

RESIGNATIONS:

Any member may resign AVPP by directing a letter of resignation to the Secretary. The

resignation shall become effective upon acceptance by the Board of Directors.

ARTICLE XVII

OFFICES:

The principal offices for the transaction of business of AVPP shall be at such place or

places within Los Angeles County as may be from time to time designated by resolution

of the Board of Directors.

ARTICLE XVIII

USE OF THE CORPORATION NAME AND EMBLEM OR LOGOTYPE:

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SECTION 1. Use of the Corporation Name.

A. Officers, directors, committee chairpersons, bulletin editor, employees

and members, with Professional Active privileges, only may use

AVPP name, stationery, or logo to identify themselves as members in

good standing with their AVPP office or title.

B. Officers, directors, committee chairperson, bulletin editor, employees

and members may not publish or distribute any statement, article,

letter, advertising or promotion using a AVPP by-line without the

approval of the Board of Directors.

C. Anyone failing to comply with the tenets of this article shall be fully

responsible in the event of any suit derived thereby, or for any liability

or claim of damages. Also, such unlawful actions may make the

individual concerned subject to censure, recall proceedings, dismissal,

or loss of membership.

SECTION 2. Emblem or Logotype:

The official emblem or logotype, seal and all insignia of AVPP shall be

prescribed and approved by the Board of Directors.

SECTION 4. Responsibility:

All reproduction of all emblem or logotype which are supplied to

members by AVPP shall remain at all times the property of AVPP, and

shall be considered as having been supplied under lease with privilege of

use solely while the member remains in good standing, and shall be

returned to AVPP upon demand or be destroyed when not returnable,

should a member voluntarily terminate membership, violate the provisions

of the Code of Ethics, or be expelled for any cause whatsoever.

ARTICLE XIX

LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

SECTION 1. Liability.

Except as otherwise provided by law, no member of AVPP shall be

personally liable for any of its debts, obligations and/or acts.

SECTION 2. Indemnification.

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SECTION 3. Display:

AVPP members, with Professional Active privileges, in good standing

shall have the privilege of displaying the AVPP insignia, emblems and

logotype in or upon their premises, equipment, stationary, advertising

matter and automobiles, subject to the following stipulation: except with

written authorization from the Board of Directors, the insignia, emblems

and logotype may be displayed only in the style and forms as authorized.

Each member of the Board of Directors and each Officer of AVPP

whether or not then in office, (and his/her heirs, executors) shall be and

hereby is indemnified by AVPP against any and all cost and expense

(including, but not limited to, councel fees) responsibility incurred by or

imposed upon him in connection with or resulting from any action, suit or

proceeding, to which he/she may be made party by reason of being, or

having been, a member of the Board of Directors or an officer or

employee of AVPP, including cost and expenses paid in connection with

the settlement or compromise of any such action, suit or proceeding;

provided, however that nothing herein contained shall protect or be

deemed to protect any such member of the Board of Directors or Officer

of AVPP against liability to AVPP or to its membership due to bad faith,

gross negligence or reckless disregard of the duties involved in the

conduct of office. The foregoing right of indemnification shall not be

exclusive of other rights to which any member of the Board of Directors

or Officer of this corporation may be entitled as a matter of law.

ARTICLE XX

CORPORATE RECORDS AND REPORTS - INSPECTION

SECTION 1. Records.

AVPP shall maintain adequate and correct accounts, books and records of

its business and properties. All of such books, records and accounts shall

be kept at its principal place of business in the County of Los Angeles,

State of California, as from time to time fixed by the Board of Directors.

SECTION 3. Certification and Inspection of AVPP Bylaws.

The original or a copy of the AVPP Bylaws, as amended or otherwise

altered to date, certified by the Secretary, shall be open to inspection by all

members and Directors of AVPP as provided by the Corporation Code of

California.

SECTION 4. Checks, Drafts, Etcetera.

All checks, drafts, or other orders for the payment of money, notes or

other evidences of indebtedness, issued in the name of or payable to All

Valley Professional Photographers shall be signed or endorsed by two (2)

officers in such manner as shall be determined from time to time by

resolution of the Board of Directors. These shall be kept as a record for a

minimum of five (5) years.

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SECTION 2. Inspection of Books and Records.

All books and records provided for in Section 3003 of the Corporations

Code of California shall be open to inspection of the membership from

time to time and in a manner provided in said Section 3003, and by the

Directors as provided in Section 3004 of the Corporations Code.

SECTION 5. Contracts, Etcetera – How Executed.

The Board of Directors, except as in these Bylaws otherwise provided,

may authorize any Officer or Officers, agent or agents, to enter into any

contract or execute any instrument in the name of and on behalf of AVPP.

Such authority may be general or confined to specific instances. Unless so

authorized by the Board of Directors, no Officer, agent or employee shall

have the power or authority to bind AVPP by any contract or engagement,

or to pledge its credit, or to render it liable for any purpose or to any

amount. Record of such contracts or instruments shall be kept for a

minimum of five (5) years.

ARTICLE XXI

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CORPORATE SEAL:

The Corporate seal shall be circular in form, and shall have inscribed thereon the name of

the Corporation, the date of its incorporation and the word “California”.

ARTICLE XXII

AMENDMENTS:

Amendments to the Bylaws will be submitted in writing to a scheduled meeting of the

Board of Directors. Following the approval by the Board of Directors, the amendments

shall be published in the bulletin for two (2) consecutive months. Voting by ballot will

be at the next general meeting of the membership following the second date of

publication. Absentee ballots must be provided and must be received by mail in a sealed

envelope that has been signed on the back of the envelope by a AVPP member, with

Professional Active privileges in good standing. Ballots must be received no later than

two (2) calendar days prior to the general meeting the amendment(s) are voted on.

ARTICLE XXIII

DISSOLUTION:

SECTION 1. Vote Necessary.

Should three fourths (3/4) of the AVPP members, with Professional

Active privileges, of this corporation by secret ballot, vote to dissolve this

corporation, then in that case the corporation shall be forthwith dissolved.

SECTION 2. Liquidation and Dissolution of Assets.

In case of dissolution, as above provided, the net assets of this corporation

shall be liquidated by the Treasurer or such other person as may be

designated by the Board of Directors, and the funds from such liquidation

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shall be distributed to a nonprofit institution, school, or corporation in the

field of photography. The final Board of Directors of AVPP shall select

and approve the institution to which said disbursement is to be made.

ARTICLE XXIV

PARLIAMENTARY AUTHORITY:

The rules contained in the current edition of Robert’s Rules of Order any generally

accepted parliamentarian rules , newly revised, shall govern AVPP in all cases in which

they are applicable and in which they are not inconsistent with the Bylaws and Standing

Rules or orders that AVPP may adopt.

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CERTIFICATION

These Bylaws were approved at the June 27th, 2007 meeting of the Board of Directors of

All Valley Professional Photographers. These bylaws were voted upon and approved to

become effective on November 1 st , 2007 at the regular monthly meeting held July 11th,

2007 in the County of Los Angeles, State of California by the Membership at Large of

All Valley Professional Photographers.

Certified___________________________________________ Date_______________________

Paula Hallowell

Secretary, All Valley Professional Photographers

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