Metropolitan Chapter, Photographic Society of America
ARTICLES OF ASSOCIATION
Pursuant to the authority granted by the Photographic Society of America (hereinafter referred to as Society) the PSA Metropolitan Chapter, PSA (hereinafter referred to as the Chapter), is hereby formed under the following Articles of Association:
[Note: With the exception of the word ‘Chapter’, the capitalized names of committees and offices shall be understood to refer to Society committees and offices, not to those of the Chapters.]
It shall be the purpose of the Chapters to further the objectives of the Society and to serve the photographic interests of their members. Chapters shall encourage membership in the Society and cooperate with the other photographic organizations in that area.
FORMING A CHAPTER
Section 1. Procedure. With the recommendation of the Photographic Society of America (PSA) Board of Directors, not less than ten (10) Society members in a local area may petition the Board of Directors for a charter as a PSA Chapter. Included in their petition shall be the names of the proposed Chapter officers and chairmen of standing committees. The PSA Board of Directors may grant, modify, or reject any petition.
Section 2. Startup Funds. Upon request to the Treasurer, a newly chartered Chapter shall be eligible to receive startup funds based on a detailed statement of need.
Section 1. General. PSA members may participate in any Chapter. Some Chapters may require Chapter membership to participate in Chapter activities. PSA members may only participate with one Chapter in inter-Chapter activities and offices.
Section 2. Residence. PSA members may be members of more than one Chapter when membership is required. Chapter membership has no residence requirements.
Section 3. Class of Members. There shall be only one class of Chapter membership - individual membership.
Section 1. General. Chapters have the option of collecting annual membership dues, which shall be in addition to the membership dues of the Society. Dues may be pro-rated for members applying after the start of the fiscal year.
Section 2. Limitation. Chapter dues shall not exceed 33% of current Society membership dues.
Section 3. Termination. Each Chapter will have the option to terminate Chapter membership if Chapter dues are delinquent. Each Chapter will have the option to not include the delinquent member in the Chapter Membership Directory until the delinquent dues are paid.
DUTIES AND PRIVILEGES OF MEMBERS
Section 1. Duties. Chapter members shall uphold the purposes of the Society and of the Chapter, and follow all applicable Society and Chapter By-Laws.
Section 2. Privileges. Chapter members in good standing shall enjoy all of the rights and privileges of such membership. Each member shall have the right to hold elective and appointed Chapter office and one vote in Chapter elections subject to any restrictions stated elsewhere in this document. Further, the holder of each individual membership shall have the right to receive the official Chapter publication, if any.
Section 3. Risk Management Program. All activities organized by the Chapter shall follow basic safety practices and procedures as outlined in the PSA Risk Management Program, which are important for the protection of the Society, its officers, its trip leaders and other volunteers, its members and event guests, and bystanders.
A Chapter shall hold a minimum two membership meetings during each fiscal year. A membership quorum for Chapter Annual meetings shall be 20% of the Chapter membership.
Section 1. General. Chapter business shall be administered by a Chapter executive committee which is composed of the following persons: the elected Chapter officers and the chairman of each of the Chapter’s standing committees.
Section 2. Meetings and Quorum. Each executive committee shall meet a minimum of two (2) times each fiscal year, and additionally at the call of the chairman or at the request of any three (3) members of the executive committee. A majority of the executive committee members shall constitute a quorum.
Section 3. Procedures. Chapters shall operate under Chapter By-Laws which shall be consistent with Society By-Laws. Procedures not covered in these documents shall be set forth in manuals of operation which may be different for each Chapter, but which must be consistent with all applicable regulations.
Section 4. Meetings. A Chapter may conduct its official business by mail, email, or conference telephone call when necessary. The applicable rules for a quorum stated in these By-Laws shall be observed.
Section 1. General. The minimum officers of a Chapter shall be a chairman, a vice chairman, a secretary, and treasurer. The offices of secretary and treasurer may be combined when necessary. Additional vice chairmen may be added as appropriate.
Section 2. Duties. The duties of each officer shall be those customarily associated with the office or as otherwise set forth in these By-Laws or in the respective manuals of operation.
Section 3. Reports. Annually, or as otherwise required, the Chapter chairman shall make a written report to the PSA Board of Directors through the Chapters Vice President. The report shall include any recommendations of the Chapter, and may be published to the Chapter membership.
ELECTION OF OFFICERS
Section 1. General. Chapter officers shall be nominated and elected by the Chapter membership, in odd-numbered years unless otherwise prescribed in these By-Laws. There are no restrictions of terms that a Chapter officer may serve.
Section 2. Nominations. In January of each election year the Chapter chairman shall appoint, with the approval of the executive committee, a nominating committee consisting of three (3) Chapter members in good standing. The nominating committee shall submit its nominations for office in writing to the executive committee in April of each election year. Additional nominations may be made by the membership not later than May 15th of the election year. All nominees must be Chapter members in good standing, and have signed a consent-to-serve statement.
Section 3. Elections. Chapter members may cast a vote by secret ballot. Results shall be announced by the chairman no later than June 30th of the election year. If an office is uncontested, the secretary shall cast the unanimous vote of the membership for that office. The terms of elected officers shall commence at 12:01 A.M. of the day following the closing day of the PSA International Conference immediately following the election; or at 12:01 A.M. of the day following the official election date if no annual conference is held.”
Section 4. Vacancies. An office that is vacant for any reason shall be filled by appointment by the Chapter Chairman, with the approval of the Chapter’s executive committee. If the office of Chairman is vacated for any reason, the Vice Chairman will assume those duties, with approval of the Chapter’s executive committee and the Chapters Vice President. If the position cannot be filled by the Vice Chair, the executive committee can then, with the approval of the Chapters Vice President, appoint a chapter member to fill the position until an election can be held.
Section 1. General. Special committees may be established by the chapter chairman with the approval of the Chapter executive committee to meet special needs. Their respective duties shall be designated by the executive committee.
Section 2. Terms. The term of each special committee shall be set at the time the committee is established. Each special committee’s term shall automatically expire on that date, or upon the earlier successful completion of its duties. The term of a special committee may be extended if necessary, upon approval of the executive committee.
Section 1. General. Each Chapter publication shall conform to the Chapter and Division Newsletter Publication Criteria.
Section 1. General. Each Chapter shall operate under financial and reporting procedures established by the Finance Committee in a Chapter financial system outline approved by the Executive Committee. That document shall be an attachment to these By-Laws.
Section 2. Fiscal Year. The fiscal year of the Chapters shall be the same as the fiscal year of the Society, which runs from July 1 through the following June 30th.
Section 3. Checking Accounts. Chapter business shall be conducted with local checking accounts by following these procedures: All accounts must be created by using the corporate tax ID 23-135229, and must represent U.S. banks which are members of the Federal Deposit Insurance Corporation, and must be in compliance with any other rules established by society’s Board of Directors. Each check issued must bear the signatures of two of the elected Chapter officers, preferably the chairman and treasurer.
Section 4. Joint Endeavors. Any on-going endeavor involving two or more Chapters shall be covered by special procedures established by the Treasurer and the Chapters and approved by the Executive Committee. Such procedures shall be in addition to those pertaining to the Chapters separately.
Section 5. Proposed Budget. The executive committee will prepare a proposed budget to be approved by charter members and sent to PSA for corporate approval.
SCOPE OF AUTHORITY
Section 1. Limitation. No Chapter shall purport to represent other than its own members without the approval of the PSA Board of Directors. No Chapter officer shall commit the Society to any policy or project without the approval of the PSA Board of Directors, or to any expense that is not contained in an approved budget.
Section 2. Compliance. Any action or inaction of a Chapter or Chapter officer that could jeopardize the Society shall be subject to amendment by the Executive Committee and/or the Board of Directors.
The rules contained in the latest edition of Robert’s Rules of Order, Newly Revised shall govern all Chapter meetings and conduct of business in all cases in which they are not inconsistent with Society and Chapter By-Laws and attachments thereto.
Section 1. General. A Chapter may choose to dissolve, by sending written notice of its intent to the Chapters Vice President. A dissolving Chapter must pay all of its financial obligations in full and then send its remaining funds and other assets, including equipment, to PSA Headquarters, together with a list of such assets, closing bank statement and canceled checks and other financial records.
Section 2. Board Action. Official dissolution of a Chapter requires approval by the PSA Board of Directors, on recommendation from the Executive Committee. The Board may, for adequate reason, void any previously granted Chapter charter.
Section 3. Funds. The funds of a dissolved Chapter shall be placed with the general funds of the Society.
AMENDMENT OF BY-LAWS
Section 1. General. Amendment of these By-Laws may be initiated by the PSA Board of Directors or by the Chapters. All proposed amendments, to become effective, shall be approved by the PSA Board of Directors. No proposal is in order that would place the Society’s exempt status in jeopardy. Any proposal with financial implications shall be reviewed by the Treasurer or Finance Committee before submission to the PSA Board of Directors for approval.
Section 2. Chapter Procedures. The amendment shall be proposed in writing by the chairmen of at least one-third (1/3) of the chartered Chapters and sent to the Chapters Vice President. If the proposed amendment is deemed to be in order, it shall then be submitted to the PSA Board of Directors for approval or rejection. Notice of the PSA Board of Director’s action shall be provided to the Chapters by the Chapters Vice President.
Attachments to these By-Laws
The following documents are attached to and made a part of the By Laws:
Chapter Financial System Outline (1/01) 01EC/1784