

The By-Laws of the American Society Of Media Photographers, Inc.
This document is also available as a PDF file here.
Article I, Section 3 of the Constitution requires that "All references to this Constitution shall include the By-Laws." For easier online reading, we have placed the Constitution on its own web page. Go to the Constitution page.
BY-LAW NO. 1. MEMBERSHIP CATEGORIES, DUES, AND REMUNERATION.
Sec. 3. Association Membership.
Sec. 5. Partner/Spouse membership category.
Sec. 7. Transitional Memberships.
Sec. 8. Dues and application fees.
Sec. 9. Membership remuneration.
Sec. 1. Expulsion proceedings.
BY-LAW NO 3. NATIONAL OFFICERS
Sec. 3. Appointment of officers.
BY-LAW NO. 4. THE NATIONAL EXECUTIVE BOARD.
BY-LAW NO. 5. CONFLICT OF INTEREST.
BY-LAW NO. 6. SIGNING OF INSTRUMENTS.
Sec. 1. Officer authorization.
BY-LAW NO. 7. NOTICE AND MINUTES OF MEETINGS.
Sec. 1. Regular meetings notice.
Sec. 2. Special meetings notice.
BY-LAW NO. 8. NATIONAL COMMITTEES.
BY-LAW NO. 9. THE NATIONAL EXECUTIVE DIRECTOR.
Sec. 3. Chapter officers and elections.
BY-LAW NO. 11. SPECIALTY GROUPS.
Sec. 1. A Specialty Group may:
Sec. 4. Specialty Group Governance.
Sec. 5. Specialty Group Communication Networks.
BY-LAW NO. 12. OPPOSING POINTS OF VIEW.
BY-LAW NO. 13. ELECTRONIC BALLOTING.
BY-LAW No. 14 CANDIDATE RECOMMENDATIONS.
BY-LAW No. 15 CHANGES IN DUES.
ASMP CONSTITUTION
Article I, Section 3 of the Constitution requires that "All references to this Constitution shall include the By-Laws." For easier online reading, we have placed the Constitution on its own web page. Go to the Constitution page.
Sec. 1. Associate Membership.
An Associate Member shall be any photographer who does not qualify for General Membership.
A. Any assistant or emerging photographer, who has been working as a photographer for two years or less, may become an Associate Member by applying for the sub category of Emerging Associate. An individual may remain in this subcategory for up to one year at which time he or she will automatically be transferred to the primary Associate category and shall pay the prevailing dues for said category.
B. Student Associates shall be students at the college or post secondary level. Written proof of enrollment from a department head, admissions office, or class schedule on official school letterhead must accompany the application. Individuals can remain Student Associates for one year after completion of their degree.
C. Senior Associates shall be individuals who were previously General Members who have reached the age of 65, and who have retired from the profession with more than five years of continuous membership in ASMP.
D. Associate Plus Members shall be individuals who are in any class of Associate Membership who elect to become Associate Plus Members and pay a higher level of dues than regular Associate Members. Associate Plus Members shall be entitled to a listing with a single portfolio in Find a Photographer, in addition to the other benefits conferred upon Associate Members.
Sec. 2. Affiliates.
Affiliates shall be persons who provide goods, services, information or education to photographers.
Sec. 3. Association Membership.
Any membership organization of individual copyright owners qualifies for this class of non-voting membership, provided that the organization’s charter and governing documents are consistent with the goals and standards of ASMP. There shall be no dues for this category of membership, provided that reciprocal membership is granted to ASMP.
Sec. 4. Honorary Membership.
A. A General Member may nominate any person for Honorary Membership for his or her contributions to photography. Nominees may be elected to Honorary Membership status by 3/4 vote of the national Board of Directors at its next regular meeting following the nomination.
B. An Honorary Member shall be entitled to receive the same benefits as an Affiliate Member.
C. Honorary Membership status shall be for the life of the Member.
D. Honorary Members shall not be required to pay annual dues.
Sec. 5. Partner/Spouse membership category.
Members whose situation warrants consideration for the Partner/spouse Membership category must meet all of the requirements for membership.
Partner/spouse membership is only available to individuals who have a “legal connection” with an existing General Member.
The Partner/spouse membership will only endure as long as the General Member in the partnership maintains “member-in-good-standing” status. Should the General Member’s membership be terminated for any reason, the Partner/spouse’s membership shall terminate as of the same date.
In situations where there is a General Member + Partner/spouse membership in place, each member shall receive a separate listing in the membership directory. Partner/spouse Members shall be granted the same specialty listing as General Gembers.
Partner/spouse Members will not receive any of the ASMP publications distributed freely to the membership. They may, however, purchase any ASMP publication at the member price at any time during their membership.
Legal connection means either (1) a lawful marriage or (2) an on-going business relationship in the photography industry which either has a written partnership agreement in place under which the partner/spouse and General Member are partners, or is a corporation in good standing of which the partner/spouse and the General Member are stockholders.
As of November 1, 2002, no one shall be eligible for this category of membership. Those enrolled in this category on November 1, 2002 shall be entitled to remain in it until the termination of said membership.
Sec. 6. Merit Memberships.
A. Eligibility: Selection shall be made based on the merits of the individual candidates, shall be on a non-discriminatory basis, and shall be at the discretion of the ASMP Board.
B. If a Merit Membership is awarded before July 1, it shall terminate on December 31 of that year; if it is awarded on or after July 1, it shall terminate on December 31 of the following calendar year. The Merit Membership is not renewable: At the termination of the Merit Membership, the Member may renew membership in ASMP at the level of Associate, Emerging Associate, or General Membership as appropriate.
C. A Merit Member shall pay no dues.
D. A Merit Member shall be entitled to receive the same benefits as an Associate Member.
Sec. 7. Transitional Memberships.
A. Eligibility: Transitional Memberships may be offered to imaging professionals of other trade associations organized and operated primarily for the benefit of imaging professionals when those members wish to terminate their memberships in those organizations and to join ASMP part way through the dues cycles of the other organizations. Selection shall be made on a non-discriminatory basis, and shall be at the discretion of the ASMP Board.
B. Duration: The duration of Transitional Membership shall be determined by the board of directors on a case by case basis, but under any circumstance shall not be longer than the end of the calendar year in which Transitional Membership is granted.
C. Dues: Transitional Members shall pay no dues while they are Transitional Members.
D. Benefits: Transitional Members shall receive the same benefits as Merit Members, except that they shall not be entitled to a complementary copy of the ASMP Professional Business Practices in Photography book as a benefit of Transitional Membership.
E. Membership: Transitional Members may apply for membership in the appropriate category, to be effective for the year immediately following the expiration of Transitional Membership, and receive all of the benefits of new membership.
Sec. 8. Dues and application fees.
All membership application fees, and dues for membership categories other than General Membership, shall be determined by the national Board. Payment of membership application fees shall be included with the application for membership. All membership dues and application fees shall be paid directly to the national office, and not to any Chapter or Specialty Group.
Sec. 9. Membership remuneration.
Members of the Society may be employed or financially compensated by the Society or its Chapters only with the prior approval of the respective governing Board of Directors. Members who are authorized to sign financial instruments or otherwise make payments on behalf of ASMP may not sign instruments, authorize or make payment to themselves, to their relatives or to businesses in which they have a financial interest, except for reimbursement of approved proper expenses and payment of the presidential stipend.
Sec. 1. Expulsion proceedings.
Upon receipt of a petition for expulsion of a member by the national headquarters, the President (or the next ranking officer if the President is the subject of the petition) shall immediately appoint a committee of at least three General Members from the Chapter jurisdiction of the subject member to review the allegations against the member. The national office shall immediately forward a copy of the petition for expulsion to the subject member by certified mail. The subject member shall have the right to appear on his or her own behalf before the review committee. The committee shall report to the national Board of Directors in writing within forty-five (45) days after its appointment. If an officer of the Society is the subject of the expulsion petition, the next ranking officer shall assume the duties of that office immediately upon receipt of the expulsion petition by the national headquarters. A director of the Society or any Chapter who is the subject of an expulsion petition may not exercise the duties or privileges of board membership until the proceedings are concluded.
Sec. 2. Hearing.
Upon receipt of the investigating committee’s report, the President shall send a copy to the subject member by certified mail. Within forty-five (45) days after receipt, the subject member may submit to the national headquarters a written defense to the expulsion petition and committee’s report. The Board, no later than at its next regular meeting, shall consider the expulsion petition, the report of the investigating committee, and the defense of the subject of the petition, who shall have the right to appear on his or her own behalf at his or her own expense. A two-thirds (2/3) vote by secret ballot is necessary for expulsion.
Sec. 1. Officers.
The officers of the Society in order of rank & succession shall be the President and Chair of the Board of Directors, the First Vice President, the Second Vice President, the Treasurer, and the Secretary.
Sec. 2. Duties.
A. President shall
be the Chair of the Board of Directors and the Executive Board, and shall conduct all meetings of the membership, national Board and Executive Board.
appoint all committees, groups and Chairs, subject to Board approval or as ordered by the Board. The President may delegate the appointment of committee members to the committee Chair. The President shall serve as an ex-officio member without vote of all committees.
perform all duties delegated by the Board of Directors.
be in charge of all volunteer activities and operations of the Society.
B. First Vice President shall
perform all duties delegated to him or her by the President or the Board of Directors.
act in the place of the President in the President’s absence.
C. Second Vice President shall
perform all duties delegated to him or her by the President or the Board of Directors.
act in the place of the First Vice President in that Vice President’s absence.
D. Treasurer shall
assure proper administration of the funds of the Society.
assure collection of dues and assessments from the membership.
assure administration of the Society’s budgets with the authorization of the Board of Directors.
assure the accuracy of financial records.
order the review of the Society’s books and accounts to any member of the Board by appointment at any reasonable times.
submit the Society’s annual financial statement to the Board, and interim financial statements as required at the Board’s request.
perform of all duties delegated to him or her by the Board of Directors.
E. The Secretary shall
perform of all duties delegated by the Board of Directors.
review all communications to the membership for policy compliance.
assure proper keeping of the minutes of meetings of the Board of Directors, the Executive Board and the membership, and assure timely dissemination of the minutes to the membership.
F. Additional duties.
The Chair of the Board, with Board approval, may designate an officer to be in charge of Chapter affairs in order to facilitate communications between the national Board and the Chapters and have oversight of all Chapter operations, and an officer to be in charge of Specialty Group affairs to facilitate communications between the national Board and the Specialty Groups, and have oversight of all Specialty Group operations. The Board may assign any other duties it deems necessary.
Sec. 3. Appointment of officers.
A. President
Any General Member elected to the Board of Directors shall be eligible for appointment by the Board as President of the Society, provided that the member shall, at the time of assuming office, have served at least one year on the Executive Board of the Society. The President may receive a Presidential stipend in such amount as the Board may determine from time to time.
B. Other officers
Any Member elected to the Board of Directors shall be eligible for appointment by the Board as an officer of the Society. No person may serve concurrently in two offices of the Society, except when a vacancy may require an officer to serve for a limited time as Secretary and Treasurer.
C. Declaration for office
Any Director eligible for an office under these By-Laws and Constitution and seeking such an office shall declare such intention to the national office in writing no later than the end of the seventh day following the counting of national election ballots. All eligible members who have declared for an office will be listed on a ballot, which shall be sent to all current sitting directors of the Board no later than April 1. All directors’ ballots received by the opening of business on the first business day after April 15 shall be counted under the supervision of the national office or a Board-designated auditing firm, which shall immediately notify the Board of those elected to office. Ballots may be returned via facsimile, electronic mail or conventional mail service. If no office is contested, there is no need to send or return a ballot, and the officers who have declared by the deadline for declaration shall be deemed appointed on the first business day following the deadline for declarations. If no office is contested, and if all Board members have declared their intention to seek or not to seek office to the national office in writing before the deadline, the deadline shall be deemed to be the date on which the declaration of the last Board member to declare his or her intention to seek or not seek office is received at the national office.
Sec. 4. Term of officers.
The term for all officers shall begin the first day of the next regular national Board meeting after their appointment and continue until the next appointee assumes that office the following year.
Sec. 5. Succession
If the office of President becomes vacant, the Executive Board will appoint an acting President who shall serve in that capacity until the next national Board meeting, at which time the Board shall fill the office. If any other office becomes vacant, the Executive Board shall fill the office subject to the approval of the Board at the its next meeting.
The term of President shall be limited to two consecutive one-year terms.
The Executive Board shall consist of all the duly Board-appointed national officers. The Executive Board shall comply with the Constitution of the Society and follow the policies and directives of the national Board of Directors.
The Executive Board shall act with the authority of the national Board when that Board is not in session. The President of the Society shall be Chair of the Executive Board.
The Executive Board shall meet as necessary and by whatever means it chooses.
The Executive Board shall be responsible to the Board for reporting and making recommendations on matters of finance, policy, operations, Chapters, Specialty Groups, and other matters as required by the Board.
Any national Board member who has an actual, potential or even apparent conflict of interest (collectively referred to as “Conflict”) must disclose the Conflict in reasonable detail, as soon as possible after the member should reasonably have become aware of the Conflict, to the President and Executive Director who will determine whether any further action is necessary. Conflicts include but are not limited to business relationships with photographic or other entities which relationships or entities could affect or be affected by any action or policy that a Board member could influence. Sitting Board members are expected to comply with this conflict of interest disclosure policy annually. This disclosure policy is not intended to unfairly or unduly restrict the outside activities of Board members or Board candidates, but rather to ensure that no undue influence is exerted upon Board decisions and that there can be no perception of impropriety.
Candidates for the national Board of Directors who, at the time of declaring their candidacies or within the preceding 12 months, have or have had business relationships with photographic or other entities as described above, outside their own direct sales of photography, shall disclose those relationships in reasonable detail in the election material.
Failure to comply fully and accurately with the disclosure requirements of this By-law and any policy supplementing it may result in such censure and/or discipline, including but not limited to removal from the Board, as the Board may determine in its sole discretion by a two-thirds (2/3) vote.
Sec. 1. Officer authorization.
All checks, notes, contracts and other instruments of any kind which obligate the Society financially shall be signed by the President and Treasurer or such other officers or staff as the full Board of Directors may authorize. National officers so authorized shall be bonded.
Sec. 2. Staff authorization.
The Board of Directors may authorize staff to sign any such financial instruments up to an amount it deems prudent. All staff so authorized shall be bonded to an amount exceeding such level of authorization.
Sec. 1. Regular meetings notice.
Each member of the Board of Directors shall receive written notice, not less than thirty (30) days in advance, of each regular board meeting. The notice shall include or be supplemented with an agenda, which may be revised.
Sec. 2. Special meetings notice.
Each member of the national Board of Directors shall receive written or oral notice not less than seven (7) days in advance of each special Board meeting. A special meeting shall transact only the business specified in its notice. Attendance at a meeting, whether regular or special, shall be deemed to be a waiver by that Board member of the applicable notice requirement.
Sec. 3. Minutes of meetings.
The minutes of each meeting of the Board of Directors and of the General Membership shall be sent to each board director for comments and corrections prior to approval and publication. These minutes shall be provisional until approved by the Board. Final minutes of all meetings shall be published to the membership within 30 days of the meeting.
Approved minutes shall be kept permanently at Society headquarters or stored at such other site as the Executive Director may from time to time determine.
Minutes of national Board meetings shall include the names of board members present.
Minutes of the General Membership meetings shall include the number of general members present and present by proxy, if any actions are taken. If no actions are taken, minutes of the meeting shall not be kept.
Minutes of all meetings shall include the text of each motion; names of mover and seconder, vote tally and on roll call votes the names of those voting and their votes.
Sec. 1. Eligibility.
Any members of the Society shall be eligible to serve on national committees. National Board Directors may Chair or serve only on committees that are charged with operational oversight or specific study, and shall not Chair or serve on committees that are charged with operational activity. Non-members may serve on committees with the approval of the President, subject to confirmation of the national Board of Directors. Committee Chairs shall appoint and remove members of their respective committees at their discretion.
Sec. 2. Reporting.
All national committees and groups, except the Executive Board, shall be accountable to the national Board of Directors through the President. The Board may at any time discharge any committee, committee chair, and any member of any committee.
The national Board of Directors shall employ an Executive Director who shall be responsible for all staff and professional services operations, and who shall recommend policy and submit to the Board strategic, financial, and operational plans for the Society. The Executive Director shall be accountable directly to the Board of Directors and its Executive Board. The performance of the Executive Director shall be reviewed annually.
Sec. 1. A Chapter may:
A. Conduct activities of a local nature within its own jurisdiction. Activities of national significance may be conducted only with the approval of the Executive Board,
B. Apply to the Board of Directors for the funds and support it may require,
C. Levy Chapter dues and assessments on its own members, but no Chapter levy shall affect a member’s obligation to pay dues and assessments to the Society, and
D. Engage in local fund raising activities to support its authorized activities.
Sec. 2. Financial records.
Each Chapter shall keep a proper accounting of funds and shall send an annual financial report of funds held in the Chapter’s control to the national office within 30 days after the end of the calendar year. The national office will supply a form of required information to be filed by the Chapter’s Treasurer. The books and records of each Chapter shall be subject to audit by the national Treasurer or his or her designee.
Sec. 3. Chapter officers and elections.
Each Chapter shall elect officers at least every two years. A Chapter President shall be a General Member of the Chapter, and other officers may be General or Associate Members. A Chapter shall decide the number and titles of its officers, but there shall be at least three officers with duties corresponding to those of President, Vice President and Secretary/Treasurer. Officers may be elected by the Chapter Board or by the voting membership of the Chapter, as the Chapter Board may determine.
Sec. 1. A Specialty Group may:
A. Conduct educational and advocacy activities within the scope of its photographic specialty. Activities of national significance may be conducted only with the approval of the national Board of Directors,
B. Apply to national Board of Directors for the funds and support it may require, and
C. Engage in national fund raising activities, in concert with and approval from the ASMP Executive Director, to support its authorized activities.
Sec. 2. Membership.
A. Membership in any ASMP Specialty Group is open to all members of ASMP. There is no limit on how many groups a Member may join.
B. With approval of the individual Specialty Group Governing Board, non ASMP Members may be invited to participate on the Specialty Group’s respective communications network. Qualification for non-member participation may be established by each group’s Governing Board. Time limits for non-member participation may also be determined by the Specialty Group’s Governing Board. Membership in the Specialty Group requires ASMP Membership.
Sec. 3. Financial records.
A. Specialty Group funds will be administered by the national office.
B. Specialty Groups may request and disburse funds only for approved activities with prior approval of the national Board of Directors in the annual ASMP Budget. The Specialty Group may seek additional funding from the Executive Board for funds not previously requested or funds exceeding those allotted in the annual budget.
C. Each Specialty Group shall keep a proper accounting of funds spent, contracts let or debts incurred, and shall send financial reports to the national office within 30 days of a request by the national office. The books and records of each Specialty Group shall be subject to audit by the national Treasurer or his or her designee.
Sec. 4. Specialty Group Governance.
A. The President of each Specialty Group shall be appointed by the ASMP Board of Directors.
B. The President of Specialty Group shall establish a Governing Board with a minimum of three and a maximum of seven members of the Specialty Group.
C. On an annual basis, by March 31st, the current Governing Board of each Specialty Group will recommend a General Member to the ASMP Board of Directors to chair its respective Governing Board as President.
D. The President of the Governing Board must be a General Member of ASMP and a member of the Specialty Group. All other Governing Board members may be General or Associate Members and members of the Specialty Group.
E. Each Specialty Group shall be subject to the By-laws, policies and directives established by the national Board of Directors, and shall not adopt any policies or take any actions to the contrary.
Sec. 5. Specialty Group Communication Networks.
A. Each Specialty Group shall, with the approval of the national office, establish an internet based communication network to facilitate discussion amongst the members of the Specialty Group.
B. Each communications network will be administered and funded by the national ASMP office.
C. Each Specialty Group Governing Board will appoint at least one moderator to monitor discussions on the network for compliance with national ASMP policies.
D. The moderator(s) will be members of the Specialty Group Governing Board.
Whenever any proposition is submitted to the membership for a vote, the following procedure shall be followed. Immediately after official notification, the national office shall send to all Chapter and Specialty Group Presidents, and the Board of Directors copies of the proposition, by e-mail and first class mail. The notice shall invite, and set a fourteen day deadline for receipt of, pro or con declarations about the proposition.
These declarations can be sent to the national office by facsimile, electronic network to which the national office subscribes, mail, or other delivery service. If a member-initiated referendum is submitted under circumstances where no person eligible to be a pro declarant has so declared, the members signing the petition shall not be deemed declarants, but they may submit a pro statement for inclusion in the ballot materials in accordance with the requirements of this By-law. On the next business day after the deadline, the national office shall submit to the Board of Directors, Chapter and Specialty Group Presidents a notice containing a list of all who have declared as pro or con. In the case where a member-initiated referendum receives no pro declarations, the notice shall also include the names of, and also be sent to, the members who signed the petition.
Collectively, the pros and cons may each provide one statement of up to 1500 words in support of their position to be included in unedited form with the ballot, provided that it is received at the national office within fourteen days of the postmark date of the notification of pro and con position holders. “Unedited” shall not be deemed to exempt the statement from review by legal counsel, who can require that the statement be edited for legal reasons. All such editing will be done by the original writer. Failure to submit a statement that satisfies legal review within seven days after the statement has been initially sent back to the writer for editing will result in that statement’s being omitted from the ballot. In order to conserve the Society’s resources, whenever possible, all referenda will be submitted to the members in conjunction with the next national Board election following the receipt of the referendum.
At the discretion of the National Board of Directors, the Society may utilize on-line electronic voting. In such case, the system will provide each voter with access to a secure, web-based, voting system. Hard copy ballots shall be provided for those members who do not have access to electronic voting. Any member who receives a hard copy ballot will not be eligible to cast an electronic vote in that election or referendum.
Sec. 1. Elections.
For Elections, the process will include the following:
A. A ballot,
Listing the names of the candidates, which names shall be placed in an order determined by chance. The design of the ballot and the election process shall insure the secrecy of the vote, and employ a means to ensure the authenticity of the ballot; and
B. Candidate information,
Which at a minimum shall list each candidate’s:
number of years as a member of the Society
Society offices held and their dates
Society committee posts held and their dates
statement of not more than 500 words which may, at the candidate’s option, include the names of General Members who endorsed the candidate. The statement may not include a URL or hyperlink for further information.
Sec. 2. Counting of ballots.
The national staff shall count the ballots or the board may direct that the count be done by an independent auditing firm. Hard copy ballots shall be counted at the national office or at the offices of the appointed auditing firm, and electronic ballots shall be counted on line on the first business day after March 15 of each year. All ballots, envelopes, electronic data and other election records shall be preserved by the national office or designated auditing firm for one year after the date of the count.
Sec. 3. Election results.
The candidates receiving the greatest number of votes for the open directorships shall be elected. In the event of a tie vote, the director or directors will be determined by the sitting board between or among those with the tie votes. The election results shall be reported to the membership within seven (7) days.
Sec. 4. Referenda.
For a Referendum, the process will include the following:
Within 60 days of receipt of a valid proposal for referendum, the national office shall send a ballot or notice containing instructions for on line voting to each General Member, unless the ballots or notices are being sent in conjunction with national Board elections. The referendum vote shall be decided by a count of all those valid referendum votes returned to the national headquarters or cast on line within thirty (30) days of sending the ballots and notice. Unless the referendum is submitted in conjunction with national Board elections, the votes shall be counted on the first business day following the deadline for the receipt of the referendum votes. In the case of a referendum proposed by the national Board of Directors, the board may fix the date for mailing of the ballots and sending the notice. All ballots, envelopes, data and other election records shall be preserved by the national office or designated auditing firm for one year after the date of the count. The referendum results shall be reported to the membership within seven (7) days following the count of the votes.
The National Board of Directors may appoint a committee that may recommend candidates on the final ballot in the election of the National Board of Directors.
Unless otherwise stipulated, all referenda changing the annual dues for any category of membership shall be effective for the next billing year following the year of the passage of the referendum.
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The American Society of Media Photographers, Inc.
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