CONSTITUTION AND BY-LAWS OF SPOKANE CAMERA CLUB. The name of this organization shall be SPOKANE CAMERA CLUB

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1 CONSTITUTION AND BY-LAWS OF SPOKANE CAMERA CLUB Article 1. Section 1 Section 2 Section 3 Article 2 Name, Incorporation, Membership The name of this organization shall be SPOKANE CAMERA CLUB This organization shall be Incorporated as a nonprofit organization under the laws of the State of Washington. Participation in the affairs of the Corporation shall be open to individuals who are members of the Spokane Camera Club, as determined by the Board of Directors. An annual meeting of the Corporation shall be held in March of each year, with day, time, and place to be determined by the Board of Directors. Special meetings may be called at the discretion of any member of the Board of Directors with three (3) days notice to the other directors, written or oral. Statement of Purpose. Section 1 (1) To stimulate the active enjoyment of photography by our members and the public. (2) To operate, manage and thus administer the Spokane Camera Club. (3 ) To engage in any other lawful business activity whatsoever which may hereafter from time to time be authorized by the Board of Directors and permitted by the Washington Nonprofit Miscellaneous and Mutual Corporation Act, Chapter Revised Code of Washington, as amended. (4 ) To educate its members and the general public about creating and understanding artistic photographic images. Section 2 Article 3 Section 1 Section 2 (a) In performance of these purposes this Corporation shall have and enjoy all rights and powers granted a nonprofit Corporation organized and existing under the laws of the State of Washington. Membership. Membership shall be open to all persons interested in photography. There shall be three classes of membership, as follows: Active members:

2 (b) (c) Life members as defined as any person who has been a member of the Spokane Camera Club for 50 years. Student members Article 4 Section 1 Management. The Board of Directors is the governing body of the Spokane Camera Club. The Board of Directors shall consist of the President, Vice President, the immediate Past President, the Treasurer, Secretary, and six elective Directors. Section 2 (a) Regular business meetings of the board of directors shall be held each month. (b) All business meetings, whether of the Board of Directors or the club as a whole shall be conducted in accordance with Sturgis Standard Code of Parliamentary Procedures. Section 3 Each member of the board of directors shall have one (1) vote. Voting by proxy shall not be allowed. A quorum of the Board of Directors shall consist of a majority of the serving Directors. Section 4 Any director may be removed from office by a two-thirds (2/3) vote at any regular or special meeting of the Corporation. Notice of the proposed removal must be given to such director at least twenty (20) days prior to the voting, stating the cause of the proposed removal. Section 5 (a) If the office of the president should become vacant for any reason, the duties of that office shall be assumed by the Vice President. (b) If any office other than that of the President or Vice President shall become vacant, it shall be filled by appointment by the President for the remainder of the term. (c) Any vacancy, among the elective Directors shall be filled by Presidential appointment pending the next regular election. Section 6 Executive Officers and Board Members shall be nominated at the Board Meeting preceding the general membership meeting and elected at the general membership meeting in March. Procedure shall be as follows: (a) The President shall appoint a Nominating Committee of three members with the approval of the Board of Directors on or before the

3 February board meeting. The nominating committee will make its report at the March board meeting. (b) The nominating committee shall name one or more candidates from the official membership for each of the following offices: 1. President 2. Vice President 3. Secretary 4. Treasurer 5. Vacant Board of Directors Positions (c) Nominations for each office may also be made from the floor at the board meeting preceding the March general meeting or the March general meeting. (d) In the event of a contest, election of executive officers and board members shall be by written ballot and a candidate shall be elected upon receiving a majority vote of the qualified voters present. (e) Incumbency of one office shall not render a member illegible for nomination and election to another office, but no member may hold two elective offices at the same time. (f) Elective officers shall be elected for a term of one year. Directors shall be elected for the term of office for three years. (g) Replacement of appointees shall be by election for the unexpired term of office. (h) The immediate Past President shall be a member of the Board of Directors for one year following the term of President. (i) If the President serves a second term, the Past President continues to serve as a member of the Board of Directors for a second term. (j) Executive Officers and Board of Directors shall take office at the first Board meeting of the Club in May of each year. Article 5 Responsibilities and authorities of the Board of Directors. The duties of the Board of Directors shall be: (a) To propose enactments, amendments or revocations to the Articles and these By-Laws.

4 (b) To audit all club financial records at the end of each fiscal year. (c) To pass or act upon all business relative to the successful operation of the club not in conflict with the Articles and By-Laws. (d) To meet once each month at a time and place designated by the Chairman of the Board and carry on the business of the club. (e) To recommend competition rules and judging procedures for both prints and slides entered in the Club monthly competition. (f) Special meetings of the club as a whole may be called by the President when necessary. Article 6 Duties of Officers. The responsibilities and authority of the officers are as follows: Section 1: President-The president shall preside at all regular and special meetings. The President shall serve as chairman of the Board of Directors, presiding at its meetings; and shall, with the assistance of the Board of Directors, administer the affairs of the club. He/She shall make all committee appointments and shall appoint the chairman of each standing committee as provided hereafter; shall approve all official matters to be published or sent out for publication by the club; shall read and approve all correspondence sent out by the club and shall endeavor to assume an active leadership of the club at all times. Section 2 Vice President -The Vice President shall preside at all meetings except committee meetings, in the absence of the President. In the event of death, resignation, incapacity or removal of the President, the Vice President shall assume the full duties of that office for the remainder of the term. Section 3: Secretary-The Sec. shall keep a full and accurate record of proceedings of all meetings except Committee meetings; shall announce meetings through the Newsletter; shall keep a file of all correspondence of the club; and shall maintain a complete and accurate list of the Directors present at each meeting of the Board of Directors. Section 4: Treasurer-The Treasurer shall send out bills of dues and acknowledge their receipt and issue membership cards; act as custodian of all monies and securities of the club, depositing them in one or more banking institutions approved by the Board; keep all bills approved by the Board and make expenditures authorized by the Board; shall keep a detailed account of all receipts and disbursements; provide a monthly report of membership to the Board of Directors and appropriate committees, furnishing them with an up-to-date account of the paid-up members, and a list of the former members who are delinquent and ineligible to submit photographs for judging.

5 Article 7 Standing Committees. The chair person and all committee members shall be appointed by the president to serve for a period of one year. The chairperson of each committee shall operate under the jurisdiction of the President. Names and duties of Standing Committees for the Club as a whole shall be determined by the Board of Directors or the membership as a whole. Following is a list of Standing Committees and their duties. Summer 2008: Projected Images: Image Assembly, Program Preparation and Presentation. Prints: Image: Check-In and Program Presentation. Field Trips: Organize Field Trips and Photo Opportunities for members. Education: Organize Digital Education, Alternative Education, and monthly workshops. Competition: Secure monthly scores and operators of the Digital Scoring system. Secures monthly critiques and prepares "Guide to the Competitions" for the web site. Secures Salon Judges. Prepares score tallies and competition stats. Membership: Maintains roster of current members, , phone, profile, etc. and membership applications. Arranges welcome for visitors, and name lanyards for members. Mentoring and New Member Orientation. Social: Organize meeting refreshments, pot-luck, picnic, etc. Outreach: Organize Community Service for membership, PSA Representative, Spokane Interstate Fair, Arts Liaison, Publicity and Media contact. Salon: Manages the annual Salon display and award banquet. Communications: Develops and keeps current all internet and communications, Article 8 Special Committees. Special committees may be appointed for the Club as a whole by the president. Article 9 Amendments. Any proposed addition, amendment or revocation may be initiated by: (a) A quorum of the members, or

6 (b) A quorum of the Board of Directors. Article 10 Fiscal Year. The fiscal year shall be from May first through April 30. Article 11 Monthly Bulletin An official bulletin shall be issued covering all club activities, events or information of interest to the membership. Article 12 Affiliations. At the discretion of the Board of Directors, the Club may affiliate with the Photos graphic Society of America and other camera clubs. Article 13 Public Benefit: The Spokane Camera Club is organized and operated exclusively for public purposes within the meaning of Section 501 (C) (3) of the Internal Revenue Code. Article 14: Not for Private Gain: This organization is a nonprofit public benefit and is not organized for the private gain of any person. The property of this organization is irrevocably dedicated to public purposes, and no part of the net earnings of the organization shall inure to the benefit of any director, officer, or member thereof, or to the benefit of any private person. Article 15 Prohibited Activities: Notwithstanding any other provisions of this Constitution, the organization shall not carry on any other activities not permitted to be carried on: (A) by an organization exempt from federal income tax under Section 501 (C) (3) of the Internal Revenue Code, (B) by an organizations contribution which are deductible under Section 170 (C) (2) of the Internal Revenue Code. No substantial part of the activities of this organization shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the organization shall not participate or intervene in any political campaign including the publishing or distribution of statements on behalf of any candidate for public office. Article 16 Dissolution

7 Upon dissolution or winding up of the organization, its assets remaining after payment, or provisions for payment, of all debts or liabilities of this organization shall be distributed to a nonprofit fund, foundation, or organization that is organized and operated exclusively for education and scientific purposes, and which has established and maintained its tax exempt status under Section 501 (c) (3) of the Internal Revenue Code. Adopted: October 7, 2008 President: Will Murray Vice President: Doug Herman Secretary: Nancy Dibbler Treasurer: Paul De Rocker Board Members: Bobby Zorn, Dennis Biggs, Donna Larsen, Steve Shining HISTORICAL ADDENDUM The original Constitution and original By-Laws were drafted and approved by the following members of the Constitution Committee: L. Paul Coble Paul Flint C.M. Bielenberg Clarence E. Miller Chas. V. Olson Fabian McK. Smith

8 William Donahue Adopted at a regular meeting this 1 st day of April, Completely revised during the month of April, 1958 by the following members of the Constitution Committee of 1958: R. Bruce Carrick Lowell Jacobs Joseph Collins John H. Sparkes Carl Haworth Re-adopted, as revised, at the Annual Meeting of the Club held this 16 th day of April, Revised by the members of the Constitution Committee of : Dr. Eldon Griffith John H. Sparkes Shirley Bollard Re-re-adopted, as revised, at the general meeting of the membership this 7 th day of May, Amendments recommended by the By-Laws Committee of : Otto Stevens, ex-officio Donald Ball Vee Nealey Bill McKinney The above amendments to the Spokane Camera Club Constitution and By-Laws have been reviewed and modified and are unanimously recommended to the General Membership by the Board of Directors, December 8, Elmo Dinehart Donald Ball Rich Leon Jane Breshears Lori Carlton Smith Tom Reed Bill McKinney Otto Stevens, Spokane Camera Club Constitution and By-Laws have been revised and are unanimously recommended to the General Membership by the Board of Directors, October 7, 2008 Will Murray Nancy Dibbler Tony Horpel Dennis Biggs Dough Herman Paul De Rocker Bobby Zorn Steve Shining