TNPPA Bylaws

The current Bylaws were updated at the General Membership meeting at the August 2018 Convention.  This has been a very involved and lengthy task, but the Board of Directors agree that the efforts made have been beneficial to the Association and its Membership. 

Should any TNPPA member have any questions regarding the Bylaws, or changes to needed to amend them, please feel free to contact the TNPPA Secretary for the most recent copy via the contact page of this website.

 

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ASSOCIATION
BYLAWS for the
TENNESSEE PROFESSIONAL
PHOTOGRAPHERS
Approved and Amended July 1974,
Amended July 1978, July 1981, July 1982, October 1984, July 1985,
April 1987, April 1988, March 1994, September 1994, April 1995,
April 2001, May 2003, August 2004, August 2006,
March 2007, August 2009, August 2014, August 2015, August 2018
Affiliated With:
The Professional Photographers of America
Professional Photographers of Mississippi and Alabama
Local Affiliates:
Memphis Professional Photographic Guild
Professional Photographers of East Tennessee
Professional Photographers of Middle Tennessee

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TENNESSEE PROFESSIONAL
PHOTOGRAPHERS ASSOCIATION
CODE OF ETHICS
The corporate Charter of the Tennessee Professional
Photographers Association states as its general purpose:
The promotion of one of the fine arts and the support and
encouragement of the art of photography, namely, to advance
photography in all of its branches, both as an art, and as a
profession; to create, foster, promote, and maintain cordial
relations and cooperation and interchange of thought and opinion
freely among its members; to oppose violation and infringements
of the rights of professional photographers of their organizations;
to foster the practical benefits to be derived from personal
acquaintance and the discussion of subjects having to do with the
art of profession of photography; to cooperate with other
organizations which may be striving to accomplish similar
purposes.
I understand and accept the purpose of this association, and
agree to abide by and support the conditions set forth within this
association’s corporate purpose.
I cooperate whenever possible with other members and try
myself as well as encourage other members individually and
collectively to achieve and maintain the highest standards of
quality.

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I will, at all times, avoid the use of unfair competitive
practices as determined by any court of competent jurisdiction,
the Federal anti-trust laws and related statues.
I recognize the authority of this association in all matters
relating to the interpretation of this code in accordance with the
statues of the United States and the State of Tennessee and the
decisions of courts and governmental agencies of competent
jurisdiction.

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BYLAWS
for the
TENNESSEE PROFESSIONAL
PHOTOGRAPHERS ASSOCIATION
ARTICLE I
Membership
Section 1
The Classifications of membership shall be: Active,
Aspiring, Student, Senior Active, Out of State Member, and
Honorary Life Member.
A. An
Active Member may be any Tennessee resident who
is a proprietor, corporation officer, or partner of an established
place of business engaged in the practice of professional
photography; or an employee of a business engaged in the
practice of professional photography; or any person who is
the head of a photographic department used by and for
business and professional photographic services, although the
principal business of the firm is not photography, and that all
Active Members’ businesses engaged in the practice of
professional photography shall be within the State of
Tennessee. An Active Member also receives registration to all

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TNPPA events which may include the Annual Convention
and Annual Seminar events (whose names may change).
There will be a limit to five Active Members from any
one coporation.
B. An
Aspiring Member shall be a person who is a resident of
Tennessee who is considering the profession of photography.
Membership in this category is for a maximum of two
years but can upgrade to Active Membership at any time
before two years and individual has never held a
membership with TNPPA. At the end of two years, the
member must switch to an active membership as long as
they satisfy the requirements. Aspiring members have no
voting rights, cannot hold office, cannot use TNPPA logos,
and are not eligible for scholarships, and cannot enter
salon print competition. Aspiring members receive
registration to all TNPPA events which may include the
Annual Convention and Annual Seminar.
C. A
Student Member shall be a person pursuing photographic
course work and who is able to provide verification of current
student status. Student members have no voting rights, cannot
hold office, cannot use TNPPA logos, and are not eligible for
scholarships, and cannot enter salon image competition.
Student members receive registration to all events which may
include the Annual Convention and Annual Seminar.
D.
Senior Active Member shall be any Active Member who
has retired from the practice of the profession of photography,
provided the Active member shall have been a member of
the Association for a period of twenty-five (25) years.
E. An
Out–of-State Member shall be a person who qualifies as
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an Active Member, except that they reside or have their
business in another state. An Out-of-State Member shall have
no voting or office holding rights.
F. An
Honorary Life Member shall be any member so
honored by the Board of Directors. An Honorary Life
Member will have all the rights and privileges of an Active
Member.

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ARTICLE II
Application for Membership
Section 1
The Board of Directors shall provide an application for
membership form which shall be used by all applicants.
Section 2
An applicant shall complete the online application form and
shall make payment for the first year of dues.
The application shall also be accompanied by a certificate of
the applicant that he or she has read, understands, and will abide
by the Code of Conduct adopted by the Association.
Section 3
An applicant for Senior Active Membership my apply
in writing for such membership with the Board of Directors.
Section 4
All applicants, except as otherwise herein provided, shall be
voted on by the Board of Directors at the next regularly scheduled

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meeting of the Board after the application has been received by the
Directors approves the application the, applicant’s name shall be
announced by email to the current membership. After reading the
list of persons applying for membership the general membership
shall have thirty (30) days to submit in writing to the Board of
Directors any objection to the acceptance of any applicant. Any
written objection must be submitted to the Chairman of the Board
who would then refer the matter to the Ethics Committee for a
ruling. The objections must be specific in its charges as to why
the applicant should not be accepted for membership. After
hearing from the applicant and objecting member(s), the Ethics
Committee shall make its recommendations for acceptance or
refusal of the applicant to the Board of Directors, who shall then
vote to accept or reject the applicant based on the findings of the
Ethics Committee and/or any other information received regarding
the applicant. The applicant shall receive written notification of
his or her acceptance or rejection with no further notification to
the membership required.
If no objections are received on any applicant for membership
after thirty (30) days of having their names they are officially
granted membership in the organization with no further
notification to the general membership required.

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ARTICLE III
Expulsion
Section 1
Members may be expelled from membership for violating the
Code of Conduct or illegally or unethically engaging in the
practice of the profession of photography.
Section 2
The procedure for expulsion shall be as follows:
A. A complaint shall be filed by certified letter to the
Chairman detailing the specific section of the Code of
Conduct allegedly violated or specifically alleging the
illegal or unethical way or manner the member practices
photography.
B. The Chairman shall notify the President of the complaint
and the President shall refer the complaint to the Ethics
Committee no later than the commencement of the next
annual general membership meeting and the complaint
shall be heard in executive session of the Ethics
Committee.

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C. The Ethics Committee shall make its recommendation to
the Board of Directors.
D. The Board of Directors shall consider the recommendation
of the Ethics Committee and if the Board of Directors
determines that there may be probable cause to expel the
member, notice of the same shall be given to such
member, of and the Board of Directors shall fix a time
and place for the Board to hear and determine all the
evidence in regard to the matter. Within thirty (30) days of
the date of the hearing, the Board of Directors shall cause
the Chairman to notify the member of its decision. Such
decision of the Board of Directors shall be final and shall
not be subject to review.
ARTICLE IV
Directors
Section 1
The Board of Directors shall consist of the President,
President-Elect, Secretary, Treasurer, Executive Director,
Chairman of the Board (the most immediate Past President) and
other members-at-large as determined by the board.

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Section 2
Each director (each of the three members-at-large) shall be elected
annually at the general membership meeting. Once a person has
served three terms as a director, that person may be considered for
election as an officer of TNPPA. If a director’s office is vacated
during the year, the Board will appoint a person to serve as a
director pro tem until the next annual general membership
meeting.
Section 3
A member who is elected to serve as a director (member-at-large) should serve
three consecutive terms as a director before being considered for election as an
officer. Special circumstances may dictate that a member is allowed to serve less
than three years as a director, due to offices being vacated. Should one or more
Officer positions become open prior to the new Officer elections, it is reasonable
that a member-at-large may fill that Officer position, and advance up the chairs in
order to maintain a smooth transition for the new Board of Directors for the next
year.
Additionally, the tradition of a member advancing through the
chairs of elected offices of this Association may stand as a
guideline, but special circumstances may dictate that a member be
advanced in the line of offices due to offices being vacated, even
if such member has not previously served on the Board.

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ARTICLE V
Dues
Section 1
The annual membership dues for the respective classifications
of membership shall be recommended by the Board of Directors,
provided, however, those dues shall be approved or disapproved
by a majority vote of the members of the Association attending
the annual general membership meeting. In the event the dues
proposed by the Board of Directors are rejected by a majority vote
of the members attending the annual general membership
meeting, the membership may adopt a resolution fixing the dues.
ARTICLE VI
Officers and Duties
Section 1
The officers of the Association shall have the following duties:
A. The President shall direct the activities of the
Association, carry out the policies prescribed by
the Board of directors, and preside at the Annual
Convention.

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B. The President-Elect shall become President in
the event the President vacates the office or fails
or refuses to serve at any regular meeting of the
Board of Directors or preside at the annual general
membership meeting. In addition, he shall be
chairman of the image Competition Committee
and shall perform such duties as may be
prescribed by the Board of Directors.
C. The Secretary shall keep and maintain the
minutes of all Board and General Membership
meetings and submit them to the members of the
Board within two weeks of said meetings. The
Secretary will maintain current and historic
membership records, and file PPA membership
reports.
D. The Treasurer shall oversee the keeping of
accurate records and render such financial reports
of receipts and disbursements to the Board of
Directors as may be required and shall render an
accounting to the members of the general
membership meeting. The Treasurer may sign any
checks (as needed – See Art. VI, 1F) which are
accompanied by vouchers approved by and
received from the President and submitted by the
Executive Director for signature for any bills and
obligations incurred by the Association.
E. The Chairman of the Board shall be the most
immediate Past President and shall preside at all

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meetings of the Board of Directors.
Section 2
All officers except the President and Chairman of the
Board shall be elected at the annual general membership
meeting for a period of one year and such election shall be by
secret ballot unless there is only one candidate for an office. The
balloting shall be conducted by the President and two other
persons selected by the Board of Directors, provided that such
persons shall not be candidates for an office. Each office will
be elected individually, the ballots counted and the newlyelected officer’s name announced before the next office is elected.
The ballots shall be counted during the meeting in which the
election is held and the count shall be carried on in the presence
of the membership prior to the adjournment of the meeting. If an
officer’s position is vacated during the year, the Board will
appoint a person to serve as officer pro tem for the office until the
next annual general membership meeting.
Section 3
The elected officers and Board members of the Association
shall be members in good standing of the Professional
Photographers of America, Inc. In the event an elected officer or
Board member is not a current member of the PPA, then he or she
shall be given ninety (90) days from the time of election to show

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proof of PPA membership.
Section 4
In the event there is not a quorum present at the annual
general membership meeting and no election of officers can take
place, then the current officers shall continue on a temporary basis
with full voting rights until officers can be duly elected by a
called general membership meeting of this Association.
ARTICLE VII
Quorum
Section 1
The amount of Active Members registered and present at a
properly noticed state meeting, seminar or Convention constitutes a
quorum to transact the business of the Association. Business will be
conducted and voted upon by these members present.
Section 2
Fifty one percent (51%) of the Board of Directors shall
constitute a quorum to transact the business of the Board.

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Section 3
Any business of the Association may be transacted by a
majority vote of the quorum.
Section 4
The provisions of this article shall be mandatory except where
a meeting is adjourned due to the lack of a quorum, the members
in attendance may vote upon and fix another meeting date, stating
the place and time of the meeting and at any meeting so called,
any business may be transacted by a majority vote of those
present, provided that no such meeting shall be held earlier then
fifteen (15) days from the date of the call of the meeting, provided
that all members having voting rights shall be notified at the time
and place of the meetings by sending such notices to the current
email address shown on the official membership roster.
Section 5
All business of the Association not specifically covered in
these ByLaws shall be subject to
Robert’s Rules of Order and/or
the Tennessee Professional Photographers Association
Standard
Operating Guide.
Section 6
No proxy vote will be accepted at any TNPPA Board Meeting,
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Committee Meeting, or General Membership Meeting.
ARTICLE VIII
Newsletter
The Association may publish a paper or electronic newsletter
entitled
Ground Glass News for the purpose of communication
among the members.
ARTICLE IX
Awards
There shall be appropriate awards for members rendering
outstanding service to the profession and for photographs
accepted for display by members at the annual general
membership meeting as deemed appropriate. The types of awards
made by the Association shall be approved by the Board of
Directors.
ARTICLE X
Logos and Identifying Paraphernalia
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In the event the Association adopts a logo or identifying
paraphernalia, the same shall not be used in advertising or
individual certification except by Active Members.
However, an Associate Member may use the logo in
advertising only in connection with the firm name having an
Active Member. A logo or other identifying paraphernalia
shall not be issued in any other individual except on the
certificate of membership issued to an Active or Senior
Active Member and the Classification of membership stated
on the certificate must appear on the face of the certificate in
the same or larger type as the logo.
ARTICLE XI
Amendments
These ByLaws may be amended from time to time. A proposed
amendment shall be presented in writing by the ByLaws
Committee for its study and recommendation. All
recommendations of the committee shall be presented to the
Board of Directors no less than thirty (30) days prior to the
meeting of the Board, where such recommendation may be
brought before the Board for action. All recommendations from
By-Laws Committee shall be presented to the membership at the
general business meeting of the annual general membership
meeting, and notice of such proposal to amend the By-Laws shall
be given to each Active Member, not less than thirty (30 days
prior to the annual general membership meeting in writing; and
notice shall be provided by email, or other acceptable current
method of notification, to the current address of each Active
Member as reflected on the official membership roster. A twothirds (2/3) vote of the quorum shall be required to amend the By

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Laws.
ARTICLE XII
Standing Committees
The Association shall have the following standing committees
appointed by the President and approved by the Board of
Directors as possible:
1. Committee on Ethics
2. Committee on Publication
3. Committee of Budget and Finance
4. Committee on Awards
5. Committee on ByLaws
6. Committee on Nominations – The Nominating Committee
shall consist of any Past Presidents of TNPPA who are
present at the called meeting of the committee. The
Chairperson of the Committee shall be the current President
who will report on each nominee’s service or experience as
a member of the Board of Directors or as a Chairperson of
any committees. The meeting of this Nominating
Committee shall be held at the seminar preceding the
Annual Convention and General Membership meeting.

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Nominations from the floor for any office to be elected
will be accepted at the general membership meeting.
7. Committee on New Membership
8. Committee on Ways and Means
9. Committee on Certification
10. Ron Warwick Memorial Fund Committee – The Ron
Warwick Memorial Fund committee may collect monies
to be placed in an account for the purpose of providing
a specially sponsored speaker each year at the Annual
Convention. The maximum amount to be spent each
year is $1,000. Although primarily determined by the
President for the upcoming Annual Convention, all
expenditures shall be subject to the approval of the Board
of Directors.