SPE - Society for Photographic Education National Bylaws

The Society for Photographic Education is a non-profit organization fundamentally committed to the teaching of photography at the college level, concerned with both the practice and the analysis of the medium, particularly as it relates to art. It welcomes as members everyone involved in such teaching and all others who have similar goals. The society aims to engage in a continuing reappraisal of the nature and meaning of the teaching of photography.

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Section 1. Regular Membership. Persons shall be admitted as members on application to the duly authorized membership representative of the society and upon payment of dues.

Section 2. Honorary and Life Membership. Honorary membership may be conferred on members and nonmembers as an indication of the society's recognition of and esteem for such person's contributions to the field. Life membership may be conferred on members as recognition of and esteem for such person's outstanding personal contribution to the society. Honorary and life members shall enjoy all privileges of membership without obligation for dues. Proposals for honorary or life membership shall be originated by or through members of the board of directors and must be approved by a two-thirds (2/3) vote of the board; however, chairpersons of the board become life members upon retiring the chair.

Section 3. Other Memberships. Other membership categories may be established by the board.

Section 4. Ownership of Corporate Property. The society shall not be operated for profit and its entire properties, assets and facilities shall be devoted to the purposes for which it is organized, as set forth in its certificate of incorporation, as the same may from time to time be amended. No member, director, officer, employee or volunteer shall have any right to or any share or interest in any of the property or assets of the corporation and no member, director, officer, employee or volunteer shall be liable for any of the debts, liabilities or obligations of the corporation, in the absence of fraud or bad faith.

Section 5. Dues. Members of the society shall be required to pay annual dues, in an amount and on or before a date set by the board, as a condition of membership.

Section 6. Withdrawal. Any member, at any time, may voluntarily withdraw from the society without further obligation by stating such intention in writing to the society.

Section 7. Removal from Membership. Any member may be removed at any time by a majority vote of the general membership by mail ballot. All such cases shall be conducted with due process, such process being initiated by a petition to the board containing the signatures of not less than two (2) per cent of the total membership. A committee consisting of an individual chosen by the member in question, a board member designated by the chairperson and a representative from the general membership agreeable to both parties shall conduct the investigation. This committee shall make its recommendation to the board with regard to putting the issue before the general membership. Should the board decide to terminate proceedings, a petition containing the signatures of not less than ten (10) per cent of the general membership shall mandate a ballot on the removal.

Section 8. List of Members. The society shall at all times keep a current list of the names and addresses of all members. This list shall be published annually as a public document and shall be mailed to all members.

Section 1. Annual Meeting. The annual meeting of the members of the society for the rendering to the membership of the directors' annual report required by law and for the transaction of such other business as may properly come before the meeting, shall be held either within or without the state of New York at such time of each year and at such place as the board of directors shall direct.

Section 2. Notice of Annual Meeting. Written notice of the annual meeting of the members including the time, date and place of said meeting shall be given by first class mail, postage prepaid, at least thirty (30) days but not more than fifty (50) days prior to the meeting. Such notice shall be forwarded to the address designated by the member for that purpose, or, if none is designated, to the member's last known address as shown on the record of members.

Section 3. Special Meetings. Special meetings of the members, except where otherwise provided by law or these by-laws, may be called at any time by the board of directors and shall be called by the secretary at the request in writing of members entitled to cast ten (10) per cent of the total number of votes entitled to be cast at such meeting. Such written request shall specify the date and month of the proposed special meeting which date shall not be less than sixty (60) or more than ninety (90) days from the date of such written request. Special meetings may be held within or without the state of New York.

Section 4. Notice of Special Meetings. Notice of each special meeting of the members shall be given by first class mail, postage prepaid, not less than thirty (30) days or more than fifty (50) days before the meeting. Such notice shall be mailed to the address designated by the member for that purpose, or, if not designated, to the member's last known address as shown on the record of members. The notice shall state the time, date and place of the meeting, the purpose or purposes for which the meeting is called, and shall indicate the person or persons calling the meeting. Matters not identified in the notice of the meeting may be considered at the meeting but not acted upon.

Section 5. Waiver of Notice. Any member may waive notice of any meeting by submitting a signed waiver of notice, in person or by proxy, whether before or after the meeting. Attendance of any member at any meeting in person or by proxy, without first protesting lack of notice, shall constitute a waiver of notice by such member.

Section 6. Quorum. A quorum at any meeting shall consist of the presence in person or by proxy of those members of the corporation entitled to cast at least ten (10) per cent of the votes that could be cast at such meeting, if all those entitled to vote were present thereat.

Section 7. Proxies. Every member may appoint another person to act for him by proxy. Every proxy must be signed and dated by the member or the member's attorney-in-fact. Every proxy shall be revocable at will and in no case valid for over eleven (11) months from its date.

Section 8. Qualification of Voters. Each member shall be entitled to one vote.

Section 9. Voting. Voting, except as otherwise provided by law, need not be by ballot.

Section 1. Number and Term of Office. The board of directors of the society shall consist of sixteen (16) members elected for four (4) year terms at staggered intervals so that four (4) members of the board are elected each year. Each director shall hold office until the successor has been elected and has qualified. No member may hold more than two successive full terms as a director.

Section 2. Election of Directors. The directors of the society shall be elected by mail ballot sent to the membership at least sixty (60) days before the annual meeting. The deadline for receipt of such ballots by the society shall be fourteen (14) days before the annual meeting with the results of that election to be reported at the annual meeting. Those with the highest number of votes received shall be elected.

Section 3. Removal of Directors. Any director may be removed at any time by a majority vote of the general membership by mail ballot. All such cases shall be conducted with due process, such process being initiated by a petition to the board containing the signatures of not less than two (2) per cent of the total membership. A committee consisting of an individual chosen by the director in question, a board member designated by the board, and a representative from the general membership agreeable to both parties shall conduct the investigation. This committee shall make its recommendation to the board with regard to putting the question of removal before the general membership. Should the board decide to terminate proceedings, a petition containing the signatures of not less than ten (10) per cent of the general membership shall mandate a ballot on the removal.

Section 4. Vacancies. In the event of a vacancy occurring on the board of directors, such vacancy shall be filled by a vote of the majority of directors then in office.

Section 5. Regular Meetings of Directors. Regular meetings of the board of directors shall be held at such place or places within or without the state of New York and on such days and at such hours as the board may by resolution appoint, and written notice thereof shall be given by the chairperson or secretary to each member of the board by mail not less than thirty (30) days prior to such meeting. Notice to board members shall be mailed to the address designated by each board member for that purpose, or if none be designated, to the last known address. The notice shall be sent first class mail with postage prepaid.

Section 6. Special Meetings of Directors. Special meetings of the board of directors may be called at any time by the chairperson or by a majority of the members of the board of directors. Written notice thereof shall be given by the secretary to each member of the board by first class mail, postage prepaid, not less than fifteen (15) days prior to such meeting and such notice shall be sent to the address designated by the board member for such purpose or, if not designation has been made, to the last known address of the board member as shown in the record of members.

Section 7. Quorum. Except as otherwise provided by law or these by-laws, the majority of the duly elected and qualified members of the board shall constitute a quorum at any meeting of the board of directors, and a majority of the directors present at such meeting shall decide any question that may come before the meeting.

Section 8. Attendance at Meetings. The meetings of the board of directors and its committees shall be open to attendance by any member of the society. However, participation in such meetings by non-board members or non-committee members is at the discretion of the chair.

Section 1. Committees Enumerated. The board of directors shall elect from its number an executive committee. The chairperson shall appoint, with the approval of the board, the heads of all other committees, except where otherwise directed by these by-laws. Other committees shall include, but not be limited to, the nominating committee, steering committee, publications committee, conference committee, and the regional affairs committee. Members of the committees shall be appointed from the membership by the committee chairperson. The term of office for all committee members is two years except where otherwise indicated in these by-laws. Two-thirds (2/3) of the membership of any committee shall constitute a quorum from the transaction of business, and the vote of a majority of the members present at any meeting, if a quorum be present, shall be the act of any such committee. The chairperson of each and every committee or a representative is required to submit an annual report at the annual meeting.

Section 2. Executive Committee. The executive committee shall consist of the officers of the society. The executive committee shall have all the authority of the board during periods when the board is not meeting, provided that the executive committee may not take any action inconsistent with previous action of the board, submit to members any action requiring membership action, make additions to or deletions from the by-laws, or remove or indemnify directors or officers, or fill any vacancy in the board of directors, or fix the compensation of the directors for serving on the executive committee.

Section 3. Nominating Committee. The nominating committee, appointed by the Chairperson, shall consist of one former chairperson, one director, and one member not a director, together with no more than two such other members, whether or not directors. The nominating committee shall request from the membership by mail or by publication in the journal, recommendations for nominations. They shall then select eight (8) nominees. This preliminary slate shall be composed immediately following the annual meeting and published together with biographies and personal statements of the nominees. The membership may then make additional recommendations for directors to the nominating committee with thirty (30) days of the publication of the slate. The committee shall make up to four (4) additional nominations at the request of at least two (2) percent of the membership for any single nominee in descending numerical order above the minimum needed.

Section 4. Steering Committee. The steering committee shall have the vice chairperson of the board as its chairperson and shall consist of five members who will solicit new ideas, recommendations and suggestions to further the aims of the society and the profession. The steering committee will function as a research and development group responsible for suggesting to the board long range planning.

Section 5. Publications Committee. The Publications Committee shall have a director as its chairperson and shall consist of five members at least two of which shall be directors and two non-directors and one of which is a former editor of the journal when possible. The publications committee shall have responsibility for the society 's journal.

Section 6. Conference Committee. The conference committee shall consist of four (4) members at least one of which is a past program chairperson, and, when possible, where one is a future program chairperson. This committee shall recommend the annual national conference program chairperson to the board and shall oversee the planning and production of the annual national conference. The program chairperson will be a member of the committee for the duration of the term. The committee shall also advise the board on suitable locations for future meetings.

Section 7. Regional Affairs Committee. The regional affairs committee shall have a director as its chairperson and shall consist of two other directors and one member of each regional group, not a director, designated by said region. The committee shall have the responsibility of serving as a liaison between the regional structures and the national directors.

Section 8. Other Committees. The board of directors may prescribe the powers and fix the responsibilities and membership of any other committees and may dispense with any such committee at any time. Members of any such committees may be directors or non-directors, as decided by the board.

Section 1. Officers Enumerated. The officers of the society shall consist of a chairperson, vice chairperson, a secretary and a treasurer all of whom shall be elected for a term of two years by the board of directors from its number at the time of the annual meeting of the members of the society.

Section 2. Other Officers. The board may elect such other officers from its number as it shall deem necessary, who shall hold their offices for such terms and shall have such powers and perform such duties in the management of the property and affairs of the society as shall be prescribed from time to time by the board of directors in these by-laws.

Section 3. Term of Office. The officers of the society shall be elected for the term of two (2) years, but shall hold office until their respective successors are elected and qualified. Any officer, however, may be removed at any time with cause by the affirmative vote of a majority of the duly elected and qualified directors at any duly called regular or special meeting of the board of directors.

Section 4. The Chairperson. The chairperson shall have the general powers and duties of supervision and management which usually pertain to such offices, shall preside at meetings of the board of directors and the membership, and shall perform such other duties as may be properly required by the board.

Section 5. The Vice Chairperson. The vice chairperson shall have such powers and shall perform such duties as usually pertain to such offices or as are properly required by the board of directors. The vice chairperson shall assist the chairperson, and during the absence or disability of the chairperson, shall exercise the power and discharge all of the duties of the chairperson until the chairperson's return or the successor be chosen. The vice chairperson shall also serve as chairperson of the steering committee.

Section 6. The Secretary. The secretary shall issue notices of all meetings of the membership and of the directors where notices of such meetings are required by law or these by-laws. The secretary shall keep the minutes of the meetings of members and of the board of directors and all committees. The secretary shall at all times maintain a current list of the names and addresses of all members and shall sign such instruments as require the signature and shall perform such other duties as usually pertain to the office or as are properly required by the board of directors.

Section 7. The Treasurer. The treasurer shall have the care and custody of the funds and securities of the corporation and shall have general supervision of the books on account. The treasurer shall keep a record of all monies received and disbursed. The treasurer shall report to the board of directors at each meeting a current balance sheet and a statement of operations for the period since the last previous meeting. At the expiration of the term of office or in the event that the treasurer ceases for any other reason to hold the office of treasurer, a final report must be submitted which may be audited and approved by an auditor selected by the board of directors. The board may employ suitable professional assistance to handle the routine financial transactions of the society.

Section 1. Purpose. In order to promote the purposes of the society through smaller, more personal associations there shall exist regional organizations of the society. Only members of the national society shall be considered as members of a region. A member of the society automatically is also a member of a region. Regions may take any action consistent with previous action of the society.

Section 2. Regional Formation. Recognized regions are Northeast, Southeast, Midwest, Southwest, MidAmerica, South Central, Mid-Atlantic, West and Northwest. The board of directors must approve any change in this structure.

Section 3. Officers. Each region shall elect an executive committee recognized by the board to carry out the business of the region. Each region shall elect a regional affairs committee representative. All elected positions shall be for two years. The regions may establish other officers and committees as they deem desirable.

Section 4. Finances. The regional treasurer may obtain upon request from the national treasury up to twenty percent of the basic rate of paid dues of individual members residing in said region. The national treasurer shall require uniform procedures for submitting requests for dispersals and year-end accounting. Regional treasurers must report their complete financial statements to the national treasurer within thirty (30) days of the close of the fiscal year. These procedures must be carried out in a timely manner and on an annual basis. Future requests for regional disbursements are contingent upon following these procedures.

Section 5. Activities. The regions shall be free to pursue the purpose of the society. The regional group shall meet at least once a year, preferably in a time frame opposite the national meeting. Any regional group may be disbanded at any time without cause by a majority vote of the board of directors. The regional groups shall publish an announcement and report of activities for distribution to all members of the region no less than once a year.

Section 1. Finances. Except as otherwise permitted herein, the funds of the corporation shall be deposited in its name with such bank or banks, trust companies or trust company, as the board of directors may, from time to time, designate. Funds shall be subject to withdrawal by such officers or agents of the corporation as may, from time to time, be designated by the board of directors.

Section 2. Fiscal Year. The fiscal year of the corporation shall be from January 1 to December 31 of each year.

Section 1. Form of Seal. The seal of the corporation shall bear the name of the corporation and shall be in the firm impressed on the margin herein.

Section 1. Investments. To the extend permitted by law, the corporation may invest its funds in such investments, including real and personal property of every kind and description, as the board of directors shall, from time to time, authorize.

Section 2. Beneficiaries. No person selected by the board of directors, or an authorized committee of such board, as a proper recipient of benefactions of this corporation in pursuance of its legal objectives and purposes be deemed disqualified because a member of the corporation.

Section 3. Compensation and Expenses. No director or member shall receive any compensation for services rendered to this corporation as such director or member, but the board of directors shall have the right to authorize the payment of reasonable compensation to any person, whether or not such person be a director, member or otherwise, for services actually rendered, including travel expenses, in the accomplishment of the objects and purposes of the corporation. This shall include the ability to employ and remunerate such personas as an executive director or executive secretary, accountant and journal editor.

Section 4. Interested Directors and Officers. No director or officer of the corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by the corporation, not in any contract for furnishing supplies thereto, unless authorized by a two-thirds (2/3) vote of the board of directors excluding the vote of any such interested persons.

Section 5. Surety Bonds. Whenever required by the board of directors, any officer or other agent of the corporation shall give a surety bond to be approved by the board of directors as to amount, form and sufficiency of sureties, and it shall contain such conditions as may be provided for by the board and in case such bond is required, the expenses thereof shall be defrayed by the corporation.

Section 1. Amendments by Members. These by-laws may be supplemented, amended, altered or repealed in whole or in part by a majority of the vote cast by members entitled to vote in a mail ballot sent to all members. The amendment shall have been previously discussed by a quorum at any annual meeting of the members or at any special meeting of the members where such proposed action has been incorporated into the notice of the meeting. A summary of the discussion and of the proposed change shall accompany the ballot.

Section 2. Additions by Directors. The board may adopt supplemental and additional provision not in conflict with any provisions of existing by-laws but may not amend or repeal any by-law provision previously adopted or approved by the members; provided, however, that any such supplemental or additional provisions so adopted by the board shall be presented to the members, for ratification or rejection, at the first annual or special meeting of the members following the adoption thereof.

This documentation begins with the membership wide vote on two issues that occurred in May 2005. The process to amend our by-laws, initiated by in the winter newsletter 2004 was followed by a discussion at the membership meeting in Portland (March 2005) and a mail ballot in May 2005. Of the 181 ballots cast (total) for Issue I 177 voted yes and 4 voted no; for Issue 2, 178 voted yes and 3 voted no. The process concluded in June 2005 with an adoption of the proposed amendments.

Constitution of the Publications Committee
Existing By-Laws Language Pertaining to the Constitution of the Publications Committee
Article IV Committees, Section 5 Publications Committee
The Publication Committee shall have the Editor of the Journal as its Chairperson and shall consist of five members at least two of which shall be directors and two non-directors and one a former Editor of the Journal. The Publications Committee shall have responsibility for the Journal, and for all other publications of the Society.

Proposed New By-Laws Language Pertaining to the Publications Committee
Article IV Committees, Section 5 Publications Committee
The Publications Committee shall have a director as its Chairperson and shall consist of five members at least two of which shall be directors and two non-directors and one of which is a former Editor of the Journal when possible. The Publications Committee shall have responsibility for the Society's Journal.

Regional Finances and Reporting
Existing By-Laws Language Pertaining to Regional Finances
Article VI Regions, Section 4 Finances.
The regional treasurer may obtain upon request from the national treasury up to twenty (20) percent of the paid annual society dues of the members residing in said region. Any such funds not spent within the fiscal year must be returned to the national treasury. The national treasurer shall require a uniform accounting procedure. Regional treasures must report their financial statements to the national treasurer within thirty (30) days of the close of their fiscal year.

Proposed New By-Laws Language Pertaining to Regional Finances
Article VI Regions, Section 4 Finances.
The regional treasurer may obtain upon request from the national treasury up to twenty percent of the basic rate of paid dues of individual members residing in said region. The national treasurer shall require uniform procedures for submitting requests for dispersals and year-end accounting. Regional treasurers must report their complete financial statements to the national treasurer within thirty (30) days of the close of the fiscal year. These procedures must be carried out in a timely manner and on an annual basis. Future requests for regional disbursements are contingent upon following these procedures.

Membership
In May 2007, a vote was put to the membership to amend SPE Bylaws language in Article 1 memberships, Section 3 Other Memberships to read: "Other membership categories may be established by the board." The amendment passed with 278 members voting "YES" and 8 voting "NO."

Existing By-Laws Language Pertaining to Other Memberships:
Article I Membership
Section 3. Other Memberships. Other membership categories, including sustaining and patron, may be established by the board. These memberships shall carry fees substantially above that of regular membership at levels determined by the board and shall have the privileges of regular members.

Proposed new language pertaining to Other Memberships:
Article I Membership
Section 3. Other Memberships. Other membership categories may be established by the board.

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