Table of Contents
This organization shall be known asNorth Texas Asian Photographer’sAssociation(NTAPA).NTAPAis a nonprofit public benefit corporation and is not organized for the private gain to anyperson or organization. It is organized under Chapter 9, Vernon’s Texas Civil Statutes.
NTAPAaims to promotethe art and science of photographythrough educational experiences, informational sessions, inspiration, and opportunity for self-growth and camaraderie for all persons interested in photography; NTAPAoperates exclusively for purposes governed by Section 501(c)(3) of the Internal Revenue Code of 1986.
NTAPA operates to serve the community and promote respect for cultural diversity within the communitythrough event photography, photography exhibitions, contests, educational seminars, etc. NTAPA promotes the cultural exchange between the Asian community and other sectors of society. NTAPA strives to preserve Asian heritage and American values for the beauty and harmony of the world.
NTAPA shall not be involved in any activity(ies)contrary to the furtherance of its’ nonprofit status. Contrary activities shall include, but not be limited to:
(a) The promotion of propaganda;
(b) Influencing or attempting to influence any legislation at any governmental level (Federal,
State, or Local);
(c) The distribution of any political publication or candidate statement;
(d) Involvement in any political campaign on behalf of any candidate for any public office.
Notwithstanding any other provision of these bylaws, NTAPA shall notbe involved in any activity that is not in furtherance of the purpose for which it is organized, nor anyother activity not permitted by a corporation exempt from federal income tax under Section 501(c)(3) ofthe Internal Revenue Code of 1986.
NTAPA shall not be organized or operated for the benefit ofany private interest or individual, and no part of the organizations earnings may inure to the benefit ofany member(s).
NTAPAshall be open to any person interested in photography. Membershipshall not be based on race, color, religion, gender, age, national origin, creed, ordisability. Members shall uphold the NTAPA’s goal(s) and abide by these bylaws.An applicant may be admitted to membership upon payment of dues.The board of NTAPA reserves the right to deny the application of membership for any person or expel the membership of existing individual member upon a special board meeting.
NTAPA shall provide a venue for the enjoyment of photography and the progressive mastery of photographic skills, and for the advancement of artistic and technical knowledge for members through collective efforts and fellowship.
Official communications shall be through E-mail. Other emerging social platforms shall be used for non-official fellowship only.
Election of Board of Directors (BOD) shall be held annually in the last month before the term of the current BOD expires. The term of the BOD shall expire between January 1st and the date of the Chinese Lantern Festival each year. Anelectioncommittee composed of three members appointed by the president shall prepare the list of candidates and obtain the agreement from the nominees to serve if elected. Additional nominations may be made from the floor by any member with good standing with the consent from the respective nominee.
Anyone with a valid NTAPAmembership for at least one year till the date of election may become a candidate for a position on the BOD and can be elected as president for the coming year at the January annual meeting. Anyone with a good standing membership for more than twenty (20) days may vote. Elections shall be held by simple majority of NTAPA members present and through secret ballot voting. Number of Board Directors for the coming year shall be less than eleven (11) and more than seven (7) determined by thenumber of current running candidates for the Directors aslisted in the following table.
|Number of running candidates for the Board of Directorsat the election date||Designated number of elected Directors for the coming year|
|7,8,9,10, or 11||7|
|12, or 13||9|
|14 or more||11|
Each eligible voter can cast one vote for each Director up to the designated number of elected Board of Directors. The members holding the highest counts of votes shall form the new BOD. The president shall be elected from the list of directors by the newBOD. The president who has served two consecutive one-year terms shall be ineligible to be electedas the new president. The new directors and president shall be recognized and announced by the electioncommittee.
The new president will then appoint his/her officers (vice presidents, secretary, treasurer, and other officers) from the BOD or any active membersfor thenew year.The new officers and BOD will then assume their duties in the new year.All officers shall be appointed and announced by the new president.Induction of the new board and management normally occurs one to three weeks after the election.
NTAPA’s fiscal year shall beginon January 1st and endon December31st.
Dues shall be approved annually by the BODand announced to all members.Dues shall be paid in full no later than one month after the beginning of the fiscal year. Full payment to treasurer shall entitle members full participation in NTAPA activities and benefits.
Full dues shall be paid for one-year membership starting from January1, and one-half dues shall be paid for half year membership starting from July1 until December31 of next year. Members joining NTAPA after October 31st,can gettheir membership fee to be applied to the followingyear.
All checks, drafts and other orders for the payment of money may be signed by either the treasurer or president, or other agents authorized by the board.
All financial statement shall be audited by the BOD and officially approved by board meeting before filing for tax returns.
The BOD shall examine the annual budget reflecting the current budget structure by the president,and submit the same to the general membership for review by the monthly meeting within two months after the inauguration of the new president.
Section 6. Expenditure
All expenditure must be approved by the president. No expenditure that exceeds”$1000 (One thousand dollars) cumulative payment to a single vendor or payee within any 30-day period shall be made without the express approval of BOD.President monthly spending budgetis limited to $2000. Above limit spending needs BOD approval. Special BOD meeting can be called for financial matters.
NTAPA’s governing body is the BOD, which has theauthority and responsibility for the supervision, control, and direction of NTAPA. TheBOD approves the direction ofNTAPA by the proposals from the president. It authorizes the power of president fordisbursement of funds, provision for varied monthly programs ofinterest to photographers, arrangements for pertinent exhibits of the work of NTAPA members, distribution of newsletters, and in general any other conductthe president deems necessary and proper for accomplishing the NTAPAgoals. It empowers thepresident to appoint committees to assist him/her in carrying out thepresident’s duties.
Section 2. The Board of Directors
The BOD shall consist of number of directors determined from Article IV Elections.The directors shall be elected by and from the voting membership. The term of the director is one year expiresbetween January 1st and the date of the Chinese Lantern Festival each yearand can be re-elected. The president of the NTAPA shall serve as Chairperson of the Board. In this role, the president shall preside over meetings and in general keep the BOD active and functioning.
The BOD shall meet at least twice a year. At least one such meeting shall occur within 90 days after the start of the fiscal year. The BOD may also hold other regular meetings at times and places designated by the president or any two members of the directors. All nine directors shall be invited to attend the board meetings. The president or any two members of the director can also invite the appointed officers to the board meeting. All meeting attending directors and officers are afforded the same right as meeting participants; including making formal motions and debate, etc. except all appointed officers shall serve as ex officio in a non-voting capacity unless the officer is also one of the elected directors.Board meetings may be held at any time if there is no objection from any one of the directors. In the case that one or more directors move to postpone the meeting within 3 days upon receiving of the meeting invitation, the meeting shall be postponed and a new meeting invitation with at least 15-days’ notice shall be delivered to all directors and invited officers. The new meeting shall not be cancelled or postponed unless a quorum cannot be formed.
The presence of at least halfboard directors at any meeting shall constitute a quorum. A quorum shall be necessary to take Board actions.BOD may attend meetings by telephone conference call or other similar communication by means of which all persons participating in the meeting can hear each other.
Any general members can be invited to attend the board meeting in a non-voting capacity by at least 3 members of the directors. The names of the invitees shall be disclosed to all directors by the responsible inviting directors no later thanthree days before the scheduled board meeting. The attending members can participate in discussion but cannot make formal motions. Non-members shall not participate in any board meeting.
The president shall preside over the board meeting. In the case the president is not available;first vice president shall assume the chairperson’s role. If neither the president nor thefirst vice president is able to preside the meeting, then one of the directors shall be elected by the attending directors to presideover the meeting.
All voting for board meetings shall be by roll callingballot. Absentee ballot or proxy ballot shall not be allowed.The vote of absolute majority of the directors present at any meeting at which a quorum is present shall constitute the act of the BOD, except as otherwise provided by these bylaws. The chairperson of the board meeting shall not vote except in the situation to resolve a tie vote.
Section 8. Duties
The BOD shall develop and maintain a written record of NTAPAbylaws, policies, procedures in a format determined by BOD. This information shall be communicated to the general membership by a method chosen by the BOD.
If it becomes necessary to change the location of regular monthly meeting, the BOD shall research additional options. A decision shall be made by a simple majority of the BODand be presented to the general membership along with pertinent information.
Section 1. Terms
There shall be as many officers as elected president designates, appointed to a one-year term. They may be re-appointed.The president shall not serve for more than two consecutive one-year term.
Section 2. President
The president shall preside over the BOD meeting and at any meeting of the general membership. President shall implement actions as directed by the BOD or by general membership vote. In case president cannot be present,firstvice president shall be present as acting president until the president is available for duties again.
Section 3. Vice Presidents
The vice presidents who are appointed by the president-elect shall also bethe elected directors. The firstvice president shall serve as president in case the presidentis unable to exercisepresident’s authority.
Section 4. Secretary
The secretary shallmaintain records of written minutes from board meeting, any business transacted by the BOD, and major voting decisions from the general membership meeting in writing except the elections for directors. Selected items of the board meeting minutes, approved by the BOD, shall be communicated to the general membership by a method chosen by the BOD.The secretary shall maintain copies of the NTAPAbylaws.
Section 5. Treasurer
The treasurer’s primary responsibility is to prepare and present to the BOD for approval an annual budget, to receive and disburse funds, and to maintain accurate financial records. Treasurer shall report the financial status of the NTAPAto the BOD no less than semi-annual basis or as requested, and directly report to the general membership at least once a year at end of the fiscal year.Treasurer shall file tax return once the financial statement has been officially approved by the BOD.
The Membership Committee reviews and recommends membership criteria and policy to the BOD. The committee chairperson shall maintain an updated member roster and information.
The Communication Committee coordinates all written and electronic publications, social media, public information programs, etc.to serve as meanof communication to the general public. The committee publishes regular newsletter which shall serve as mean of official communication to the general membership.
The Art GalleryCommittee reviews and recommends artistic programs for the general membership. It holds competitions and critique sessions for the members. It shall also review and select art works for exhibitions and publications. The committee members shall be elected by the BOD with absolute majority and appointed by the president.
Section 1. President
When the president is unable or unwilling to serve, the firstvice presidents shall assume that position for the rest of the regular term, with a replacement for thisvice president elected by the BOD at its next regular meeting.
Section 2. Directors
When a Board Member at Large is unable or unwilling to serve, a replacement shall be nominated by the BOD and elected by simple majority vote of the membership at its next regular meeting. The replacement shall assume that position for the rest of the regular term.
Section 3. Officers
When a general officer other than the president is unable or unwilling to serve, the president shall obtain a volunteer to fill out that position for the rest of the regular term.
There may be Special Interest Groups (SIGs) of NTAPA as designated in the bylaws. SIGs are composed of members who are interested in any particular aspect of photography or member fellowship.
A member of the BODs/Officers of the association shall have noliability to the association or to its members for monetary damages through conduct as a Director or Officerresulting from the exercise of judgment or discretion in connection with his or her duties, as long asthere is no willful or wanton conduct with the intention of causing harm, indifference to, orconscious disregard for the safety of others or their property, a knowing violation of law, orany transaction from which the Director or Officer will personally receive a financial gain, towhich the Director or Officer is not legally entitled, and the Director/Officer shall receive themaximum protection afforded by law.
Dissolution of the NTAPA shall be carried out in accordance with the laws of the State of Texas, inwhichNTAPA is incorporated, under the supervision of the BOD. All assets remainingafter payment of all just debts, costs and expenses shall be distributed to a similar organization that hasqualified under Section 501(c)(3) of the Internal Revenue Code. None of the assets shall be distributedto any member ofNTAPA.
The amendments to the bylaws can be formally proposed by any active member and shall be discussed in the BODmeeting for concurrence. After the BOD has voted to accept the draft, then the amendmentsshall take effect immediately and be presented at next regular monthly meeting.
Revised onDecember 19thof 2017
_X_Signed by: __Dan Tian______________________
Chairperson of the Board of Directors, NTAPA
_X_Signed by: __Li-Chung Jea____________________
Secretary of NTAPA
Bylaws of NTAPA; Since2011
|Revision #||description||Drafted by||Release date|
|Ini.||initial document||2011 November|
|2||modifications||Jea, Li-Chung Liu, David||2015 April 5|
|3||modifications||Jea, Li-Chung||2017 Dec. 19|