ARTICLE I - NAME

The name of this organization shall be Greater New Braunfels Photography Club (GNBPC).

 

ARTICLE II – OBJECTIVES

The objectives of GNBPC shall be to:

Encourage an interest in photography through monthly assignments, competitions, discussion and critiques of images, participation in photographic events, and collaboration with other photographic organizations; and,

Enhance members’ appreciation and skills in photography though educational forums.

The GNBPC is organized as a tax-exempt social club with members paying dues for a common shared purpose.  It is intended to operate within the framework of Internal Revenue Code Section 501(c)(7), or equivalent code section as may exist from time to time. 

 

ARTICLE III – MEMBERSHIP

Section 1:  Membership in the GNBPC shall be: 

Open to any person with an active interest in the practice of photography;

Initiated by the prospective member’s payment of dues and completion of the membership application; and,

Consummated with the applicant receiving a welcome letter, By-Laws, Minutes, website link, and instructions for submitting images for evaluation.

GNBPC shall not restrict membership to anyone based upon race, creed, or ethic group.

Section 2:  Annual dues shall be assessed on a calendar year basis as follows:

$40 per person or $60 per family (i.e., where family is defined as persons living within the same household); 

$20 per person or $30 per family if joining after June 30; 

$40 per person or $60 per family if joining after October 30 and shall extend to the following year (maximum of 14 months); or 

$20 for persons under the age of 18, or persons enrolled in full-time high school or college.

Dues are payable by the February meeting to be a member in good standing.

 

ARTICLE IV – ELECTIONS AND NOMINATIONS

Elected officers shall include the President, Vice-President, Secretary, Treasurer, and Social Media Director. 

Elections of officers shall be held in November of each year with half the Board being elected in alternating years.  The President, Vice-President, and Social Media Director shall be elected in even numbered years and the Secretary and Treasurer shall be elected in odd numbered years.  Terms for all Board members shall be two years beginning in January.

All officers shall be dues-paying members.

Elected Officers may serve for an unlimited number of terms, except for the Treasurer, who may only serve for two consecutive, two-year terms (total of four years). 

The President may appoint a Nominating Committee Chairperson by September.

The Nominating Committee Chairperson shall assemble a Nominating Committee who will present a slate of officers to the Board of Directors by the October general meeting.

If approved by the Board of Directors, the proposed slate of officers shall be presented to the membership at the November general meeting; additional candidates may be nominated at this time.

Officers will be elected by a majority vote at the November general meeting.

 

ARTICLE V – OFFICERS & DUTIES/BOARD OF DIRECTORS

Section 1:  Officers and Duties:

President:  

Shall preside at all membership meetings;

Shall appoint, or delegate to a Board member, all committee chairpersons;

Shall serve as ex-officio member of all committees; and,

Serve as liaison to the community.

Vice President:  

Shall assume all duties of the President in his/her absence; and,

Shall perform additional duties as delegated by the President.

Secretary: 

Shall record minutes of all Board and general membership meetings and provide a timely written record of minutes to the membership;

Shall maintain a record of all properties owned by GNBPC including its location and complete description (i.e., serial number or other identifying information);

Shall maintain a record of members names, addresses, phone numbers, and email addresses;

Shall send new members a welcome letter and accompanying information outlined in ARTICLE III, Section 1 d; and,

Shall respond to inquiries regarding possible membership sent to GNBPC website.

Treasurer:

Shall have charge over all moneys of the GNBPC;

Shall collect dues from members and provide receipts; 

Shall pay vendors as approved by the Board.  All disbursement of funds shall require at least one signature from the Treasurer, or designee; disbursements of $1,000 or more shall require two approvals/signatures as appointed by the Board;

Shall provide a written quarterly financial report to the Board of Directors;

Shall provide a written annual financial report to the membership at the first meeting in January;

Shall file all required informational return(s) with the Internal Revenue Service;

Shall maintain financial records on a calendar year basis; and,

Shall provide the Financial Oversight Committee with materials requested to conduct an annual review of the financial statements.

 

Social Media Director:

Shall maintain the website, Facebook group, Meetup site, and any/all social media sites;

Shall be the point of contact for the GNBPC’s email account; and,

Shall gather images for the monthly meetings, distribute gallery link to all members in good standing for voting purposes, and publish results of voting.

Section 2:  Recall or Resignation of Board Directors:

All Board Officers are expected to fully participate in all aspects of the GNBPC activities, including regular attendance at general membership meetings, Board meetings, and social functions;

Board Officers who are unable or unwilling to perform duties and responsibilities may resign from the Board by notifying the Board of Directors whereupon the Board will appoint a member in good standing to fulfil the remaining tenure of the office until the next regular election; 

If the Board of Directors determines that an Officer is failing to fulfill the responsibilities and duties of the office, the Board may request that the Officer relinquish the position;

An Officer who fails to relinquish their position when requested by the Board, may be removed by a majority vote of the Board; and,

The Board of Directors may fill any Board vacancy by appointment of a member in good standing to serve for the remainder of the office tenue until the next regular election.

Section 3:  Remuneration:

Board Officers shall not receive compensation in any form for being on the Board or holding an office position; 

Board Officers shall not benefit or profit from any matters or decisions made while serving on the Board; and,

Decisions made by the Board shall be impartial with the sole purpose of advancing GNBPC Objections (see ARTICLE II).

 

ARTICLE VI – COMMITTEES

Section 1:  Financial Oversight Committee:

Shall be appointed by the President;

Shall be made up of two or more non-Board members;

Shall conduct a review of the financial statements once a year;

Shall select months for review and obtain all needed documentation from the Treasurer; and,

Shall provide a written report to the Board and membership upon completion of the review.

Section 2:  Nominating Committee:

The President may appoint a Nominating Committee Chairperson by September who will assemble a Nominating Committee; and,

The Nominating Committee will perform duties as outline in ARTICLE IV. 

 

Section 3:  Ad Hoc Committees:

The Board of Directors may form ad hoc committees, as needed, for a term and purpose at the Board’s discretion; and,

The Board may ask members in good standing to serve on ad hoc committees. 

 

ARTICLE VII – PROPERTY

Section 1:  Use of Property:

All property (non-cash) owned by the GNBPC may be used by members in good standing for a pre-determined length of time;

Membership use of property must be returned in the same condition as when it was initially received by the member;

May be used by other organizations and individuals at the discretion of the Board of Directors; and,

Location and status of property in use will be administered by the Secretary.

Section 2:  Disposition of Property:

Sale of property shall only occur after a majority vote of the Board of Directors;

Property for sale shall be advertised to the general public with the sale being awarded to the highest responsible bidder; and, 

Proceeds from the sale of property shall be deposited in the GNBPC general account.

 

ARTICLE VIII – MEETINGS

Section 1:  General Meetings:

Shall be held once a month at a time and place designated by the Board of Directors;

Agenda and location for such meeting shall be determined by the Board of Directors and communicated to the membership by the Secretary; and,

Location, date, or time of meetings may be changed or canceled by the President or a majority of the Board of Directors.

Section 2:  Board of Directors’ Meetings:

Shall be open to Board Directors which will be comprised of the President, Vice- President, Secretary, Treasurer, and Social Media Director;

Shall be conducted in accordance with Robert’s Rules of Order;

Shall meet once a quarter, at a previously announced location or on-line, to handle all business matters;

Shall vote on business matters provided a quorum is present where a quorum is defined as a majority of Board members;

Shall address special matters via electronic means including, but not limited to, emails, conference calls, etc. and may vote on such matters provided that a quorum of the Board participates in voting;

Shall bring issues before the membership for vote, as needed;

Shall allow members in good standing to attend quarterly Board meetings who may be heard on topics for discussion by the Board; however, attending members will not vote on Board matters;

Shall call a Special Board meeting if circumstances require an immediate decision; and,

Shall bestow lifetime membership upon any person it deems worthy of such honor; members may nominate to the Board a person for a lifetime membership.

Section 3:  Annual Membership Meeting:

Shall be held once a year at a location and time of the Board of Directors choosing;

Shall be open to participation of all members in good standing; and, 

Shall be agenized and communicated to the membership by the Secretary.

   

ARTICLE IX – DISSOLUTION

Section 1:  Process for Dissolution:

Dissolution of the GNBPC may be initiated through a motion and seconded at a general membership meeting or at a Board of Directors meeting; and,

Shall be voted upon by the membership at the next generally scheduled meeting.

Section 2:  Disposition of Property:

Property owned by the GNBPC shall be disposed of in accordance with ARTICLE VII, Section 2, Disposition of Property;

No member or Board Officer may profit from the disposition of property or dissolution of the GNBPC;

The Treasurer shall provide a full accounting to the Board of Directors of all moneys received from the disposition of property and payment of any and all debts; and,

After all financial obligations of the GNBPC have been extinguished, any funds remaining will be distributed to an organization that promotes the same primary exempt objectives of the GNBPC as determined by the Board of Directors.

 

ARTICLE X – Future Amendments

Any member in good standing may submit a written proposal for a by-laws amendment to the Board of Directors for consideration.

The Board of Directors shall review the proposed by-laws amendment at either the next scheduled Board meeting or a special meeting may be called.

The amendment shall pass with a majority vote of the Board of Directors.

If more than one amendment is proposed, each amendment shall be voted on separately. 

The by-laws amendment(s) accepted by the Board shall be distributed to all members at least 72 hours prior to the next regularly scheduled general meeting.

The amendment(s) shall pass if approved by a majority of the membership at the next general meeting.

 

APPROVED BY GENERAL MEMBERSHIP Monday, October 14, 2024