Charlotte Photography Group Bylaws
(Adopted September, 19, 2012)
Article I - Name
The name of this non-profit organization shall be the Charlotte Photography Group, Inc.
Article II – Objectives
The Corporation is organized as a nonprofit corporation established for the purpose of benefiting the Greater Charlotte, North Carolina community by being a catalyst for the increased awareness, development and preservation of the photographic arts through outreach and education.
Article III – Membership
Section 1. Any person, 18 (eighteen) years of age or older, interested in advancing the purposes of CPG, Inc. may become a Member. There is no limitation on the number of Members or Memberships authorized. Memberships and any/all membership rights are not transferable.
Section 2. There shall be multiple classes of Members.
Voting Member. A Voting Member shall be any person that completed and submitted an application, paid any/all required dues, satisfied any other requirement as established by these Bylaws and, thereafter has attended a minimum of 6 (six) monthly meetings within the past 365 (three hundred sixty-five) days.
Non-Voting Member. A General Member shall be any person that has completed and submitted an application, paid dues, met any other requirement as established by these Bylaws; but, has otherwise not met the requisite attendance requirement as established in Article III, Section 2 (a) above.
Section 3. Dues, if any, shall be due and payable as established by the Executive Board.
Section 4. Application, if any, shall be established by the Executive Board and shall contain such information as the Recording Secretary may reasonably require.
Article IV – Officers and Elections
Section 1. Officers. The Officers shall be a President, one or more Vice Presidents, one or more Secretaries, and Treasurer.
President. The President shall preside over meetings of the organization and Executive Board, represent the organization at meetings outside the organization, serve as an ex officio Member of all committees except the nominating committee, and coordinate the work of all the Officers and committees so that the organization’s purpose is served.
b. Vice Presidents. The Vice Presidents shall assist the President and carry out the President’s duties in his or her absence or inability to serve. Initially there shall be 3 (three) Vice Presidents.
Vice President of Business and Compliance. The Vice President of Business and Compliance shall assume the day to day business operations of the organization and assure the organization’s compliance with I.R.S. § 501(c)(3), or corresponding section of any future federal tax code, all State and Local laws and regulations, organizational governance and these Bylaws.
Vice President of Outreach and Community Education. The Vice President of Outreach and Community Education shall implement initiatives that benefit the community.
Vice President of Creative Initiatives. The Vice President of Creative Initiatives shall assume responsibility for the implementation of all artistic initiatives of the organization.
Secretaries. The Secretaries shall maintain records, post notice and provide the internal and external communications of the organization.
Recording Secretary. The Recording Secretary shall keep all records of the organization, take and record minutes, prepare the agenda, oversee correspondence and send meeting notices and other communications to the Membership. The Recording Secretary shall keep copies of all minutes, bylaws, rules, the membership list, voting membership list and any other relevant information, and have them available as necessary.
ii. Communications Secretary. The Communications Secretary shall maintain the organization’s website and oversee all external communications of the organization.
d. Treasurer. The Treasurer shall receive all funds of the organization, keep an accurate record of receipts and expenditures, and disburse funds in accordance with the Executive Board’s approval. S/he shall present a financial statement at every monthly meeting and at other times of the year when requested by the Executive Board, and make a full report at the end of the year. S/he shall complete and submit all state and federal forms, reports and tax returns required of a nonprofit organization under the laws of the State of North Carolina and the United States.
Section 2. Nominations and Elections. Elections shall be held at the annual business meeting held each November.
Nominating Committee. At least 90 (ninety) days prior to the annual business meeting and election of Officers, the Board shall appoint a chair of the nominating committee to oversee the elections process. The chair shall gather a committee, which may consist of Executive Board Members and members at large. The committee is responsible for vetting and recruiting nominees and for ensuring fairness of the process and outcome of an election.
Current Board Eligibility. The committee shall first determine which Board members are eligible and willing to be candidates for reelection.
Candidate Recruitment. The nominating committee may make an announcement to the membership and invite nominees from the floor for open positions on the Executive Board. The committee may also actively recruit nominees who have specific attributes needed on the Board.
Committee Findings and Recommendations. The committee should obtain profiles and vet nominees. The committee’s findings shall be provided to the Voting Members at least 28 (twenty-eight) days in advance of a vote.
Voting. Votes at a meeting shall be made by ballot, show of hands, or by voice as determined by the Nominating Committee.
Acceptance of the Slate. The Voting Membership may vote to accept or reject the slate of candidates recommended by the nominating committee In the event of rejection of the slate, a new meeting shall be scheduled and notice given. The Nominating Committee shall then prepare an alternative slate and present it to the Voting Membership consistent with the provisions of this Section 2.
Section 3. Eligibility. Members are eligible for office if they are Voting Members in good standing before the Nominating Committee presents its slate.
Section 4. Terms of Office. Except as described in Article IV, Section 9, all Officers shall serve 2 (two) year terms. Officers, while meeting all requirements of these Bylaws, shall be eligible for a maximum of 2 (two) consecutive terms on the Executive Board. Officers shall be eligible for additional terms of service upon a 1 (one) year hiatus from the Board. Each person elected shall hold only one office at a time.
Section 5. Vacancies. If a vacancy arises in the office of President, one of the Vice Presidents shall become the President as determined by the Executive Board and shall serve until the initial term expires. Additionally, the Board shall appoint an individual to fill the vacant Vice President position. If there is a vacancy in any other office, the President shall appoint an individual to serve the remainder of the term.
Section 6. Removal from Office. Officers can be removed from office with or without cause by a two-thirds vote of those Voting Membership present (assuming a quorum) at a regular meeting where previous notice has been given. In the event of an accusation of fraud, misuse of funds or gross misconduct, the Executive Board may upon a quorum vote of the Board temporarily remove any Officer from their position until such time as the accusation can be investigated and appropriate action can be taken.
Section 7. Initial Slate. There shall be an initial Executive Board established by the Board of Directors.
Section 8. Dissolution of the Board of Directors. Upon establishment of the Executive Board the Board of Directors shall cease to exist and all authority for the continued operation of the Corporation shall be conveyed to the Executive Board pursuant to these Bylaws.
Section 9. Initial Terms of Office. The Vice President of Outreach and Community Education, Vice President of Creative Initiatives, Treasurer and Communications Secretary shall serve an initial term of 2 (two) years. The President, Vice President of Business and Compliance and Recording Secretary shall serve an initial term of 1 (one) year.
Article V – Meetings
Section 1. Regular Meetings. The regular meetings of the organization shall be at a time and place determined by the Executive Board. The Executive Board must provide notice to the Voting Membership of any regular meetings not less than 28 (twenty-eight) days prior to the meeting. The organization shall hold an annual meeting in November to elect Officers, deliver an annual report, proposed budget and conduct any other business as necessary.
Section 2. Special Meetings. Special meetings may be called by the President, any 2 (two) Members of the Executive Board, or 5 (five) Voting Members by submitting a written request to the Recording Secretary. Notice of the special meeting shall be in writing and communication to the voting Membership not less than 10 (ten) days prior to the meeting by electronic notice or U.S. Postal Service, or any other means that ensures prompt, reliable communication. The notice shall detail the purpose of the special meeting.
Section 3. Quorum. The quorum shall be 25 (twenty-five) percent of those Members qualified as Voting Members in good standing as defined in Article III of these Bylaws.
Article VI - Executive Board
Section 1. Membership. The Executive Board shall be composed of the Officers of the Corporation.
Section 2. Duties. The duties of the Executive Board shall be to transact business to further the organization’s mission, including, but not limited to, creating standing rules and policies, creating standing and temporary committees, preparing and submitting a budget to the voting Membership, and preparing reports and recommendations to the Membership.
Section 3. Meetings. Regular meetings of the Executive Board shall be held quarterly at a time and place determined by the Executive Board. Special meetings may be called by any 2 (two) Board Members, with 24 (twenty-four) hours notice. Notice shall be given by direct telephone communication or by email with a confirmation of receipt from the recipient.
Section 4. Quorum. Half the number of Board Members plus one constitutes a quorum. Board members may attend Executive Board meetings by telephone or via the internet.
Section 5. Proxy. Board members may vote in Executive Board meetings by written proxy.
Article VII – Committees
Section 1. Membership. Committees may consist of Members and Board Members, with the President acting as an ex officio Member of all committees.
Section 2. Standing Committees. Standing committees shall be those deemed necessary for the preservation and well-being of the organization.
Section 3. Additional Committees. The Board may appoint additional committees as needed.
Article VIII – Finances
Section 1. Budget. A tentative budget shall be drafted in November for each fiscal year and approved by a majority vote of the Members present.
Section 2. Records. The Treasurer shall keep accurate records of any disbursements, income, and bank account information.
Section 3. Expenses. The Board shall approve all expenses of the organization.
Section 4. Signatures. Two authorized signatures shall be required on all checks. Authorized check signatories shall include the President, Vice President of Business and Compliance and the Treasurer.
Section 5. Annual Financial Statement. The Treasurer shall prepare a financial statement at the end of the fiscal year to be provided to the voting Membership and to the auditing committee or individual.
Section 6. Fiscal Year. The fiscal year shall be January 1 to December 31.
Section 7. Dissolution. Upon dissolution of the organization, any funds should be used to pay any outstanding bills and then, any and all assets shall be distributed for one or more exempt purposes within the meaning of I.R.S. § 501(c)(3), or corresponding section of any future federal tax code, or shall be distributed to the local, state, or federal government for a public purpose. Any such assets not so disposed of shall be distributed by the Superior Court of Mecklenburg County exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.
Article IX – Parliamentary Authority
Simplified Rules of Order, as attached, shall govern meetings when not in conflict with the organization’s bylaws.
Article X – Standing Rules
Standing rules may be approved by the Executive Board, and the Recording Secretary shall keep a record of the standing rules for future reference.
Article XI – Dissolution
The organization may be dissolved with previous notice (not less than 14 days) and a two-thirds vote of those present at the meeting.
Article XII - Amendments
These by-laws may be amended by a two-thirds vote of the Members present at the general meeting provided that a copy of the proposed amendments has been made available to every Member 28 (twenty-eight) days prior to adoption of the proposed amendments.
Article XIII – Conflict of Interest Policy
Section 1. Purpose. The purpose of the conflict of interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or director of the organization or might result in a possible excess benefit transaction. This policy is
intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions.
a. Interested Person. Any director, principal Officer, or Member of a committee with governing Board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
An ownership or investment interest in any entity with which the organization has a transaction or arrangement;
A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or
A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Section 3b, a person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists.
Section 3. Procedures.
a. Duty To Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and Members of committees with governing Board-delegated powers who are considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board
or committee Members shall decide whether a conflict of interest exists.
Procedures for Addressing the Conflict of Interest.
An interested person may make a presentation at the governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
iii. After exercising due diligence, the governing Board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflict of Interest Policy.
If the governing Board or committee has reasonable cause to believe a Member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose.
ii. If, after hearing the Member’s response and after further investigation as warranted by the circumstances, the governing Board or committee determines that the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings. The minutes of the governing Board and all committees with Board delegated powers shall contain:
The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
Section 5. Compensation.
A voting Member of the governing Board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that Member’s compensation.
A voting Member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that Member’s compensation.
c. No voting Member of the governing Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 6. Annual Statements. Each director, principal Officer, and Member of a committee with governing Board-delegated powers shall annually sign a statement that affirms that such person:
• Has received a copy of the conflict of interest policy;
• Has read and understood the policy;
• Has agreed to comply with the policy; and
• Understands that the organization is charitable and that in order to maintain its federal tax exempt status it must engage primarily in activities which accomplish one or more of its tax exempt purposes.
Section 7. Periodic Reviews. To ensure that the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or an
excess benefit transaction.
Section 8. Use of Outside Experts. When conducting the periodic reviews as provided for in Section 7, the organization may, but need not, use outside advisers. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring that periodic reviews are conducted.