Ann Arbor Camera Club - Rules & By-Laws
Ann Arbor Camera Club By-Laws
Annual Competition Rules
In April, the Club holds an annual competition for best digital and print images. Here are the rules for submitting images:
- Only current Ann Arbor Camera Club members are eligible to submit images into the competition.
- For each format (digital or print), members may enter a maximum of two (2) images in the "Assignment" category and two (2) in the "Open" category, for a total of four (4) images.
- If desired, an image originally shown as "Assignment" may be entered as "Open", however, an "Open" image may not be entered as "Assignment".
- Any image shown at a regular meeting for the current season is eligible provided it is the same format (digital or print) as originally shown (See Members Only page for a list of eligible images).
- To submit images, please follow the Image Submission Guidelines.
All voting is anonymous. For each category (Assignment and Open) and skill level (Novice, Intermediate, Advanced and Gallery/Pro) judging is as follows:
- Members have a chance to view all entries several times prior to voting.
- Each member votes for three entries, indicating their choice for first, second, and third.
- Five (5) points are awarded for the first, three (3) for the second and one (1) for the third.
- The total points received rank the entries as 1st, 2nd, 3rd and honorable mention.
- In the event of a tie, a second round of voting may be required.
- Winners are recognized at the annual celebration.
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BYLAWS OF ANN ARBOR CAMERA CLUB
Article I - OFFICE
The principal office of the corporation shall be at such place within the state of Michigan as the Board of Directors (hereinafter called the “Board”) may determine from time to time.
Article II - Members
2.01 Eligibility for Membership. All individuals having an interest in photography shall be eligible for membership in the Ann Arbor Camera Club (hereinafter called the “Club”). The Board may establish various membership categories. Organizations may not become members of the Club.
2.02 Membership Dues. The Board shall establish the annual dues for each membership category. The billing and collection of dues shall be in a manner prescribed by the Board. Unless otherwise determined by the Board, dues shall be established by the Board and announced to the members at least one month before the beginning of each fiscal year of the Club.
2.03 Termination of Membership. Membership may be terminated by the Board if a member fails to pay his or her dues within 60 days following the date of a notice of delinquency given by the Club to the member.
2.04 Privileges of Membership. All members shall be entitled to attend meetings of the Club and to participate in all of its activities and programs. In addition, members may submit comments or questions to the Board, attend its meetings, and participate in discussions regarding matters to be voted on by the Board. Members shall have access to all documents and records of the Club.
2.05 Membership Meetings. Unless otherwise determined by the Board, meetings of the membership shall be held on the first and third Tuesdays of the months of September through June of the Club’s fiscal year.
Article III - Board
3.01 General Powers. The business, property, and affairs of the Club shall be managed by the Board.
3.02 Number. There shall be not fewer than 5 nor more than 15 directors on the Board as shall be fixed from time to time by the Board.
3.03 Election and Term. Subject to the approval of the members, all of the directors of the Club shall be elected at each annual meeting of the Board to serve a one-year term beginning the first day of the next fiscal year of the Club. Directors may be reelected for additional one-year terms as determined by the Board. Vacancies occurring between annual meetings may be filled by the Board at a regular or special meeting.
3.04 Resignation. Any director may resign at any time by providing written notice to the Club. The resignation will be effective on receipt of the notice or at a later time designated in the notice. A successor shall be appointed as provided in section 3.06 of the bylaws.
3.05 Removal. Any director may be removed with cause by the remaining directors on the Board.
3.06 Board Vacancies. A vacancy on the Board may be filled with a person selected by the remaining directors of the Board.
3.07 Annual Meeting. An annual meeting shall be held each year before the second Tuesday in April. If the annual meeting is not held at that time, the Board shall cause the meeting to be held as soon thereafter as is convenient.
3.08 Regular Meetings. Regular meetings of the Board may be held at the time and place as determined by resolution of the Board without notice other than the resolution.
3.09 Special Meetings. Special meetings of the Board may be called by the President or any two Directors at a time and place as determined by those persons calling the special meetings. Notice of the time and place of special meetings shall be given to each director in any manner at least three days before the meeting.
3.10 Statement of Purpose. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice for that meeting.
3.11 Waiver of Notice. The attendance of a director at a Board meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. In addition, the director may submit a signed waiver of notice that shall constitute a waiver of notice of the meeting.
3.12 Meeting by Internet Video Conference, Telephone or Similar Equipment. A director may participate in a meeting by Internet video conference, conference telephone or any similar communications equipment through which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
3.13 Quorum. A majority of the directors then in office constitutes a quorum for the transaction of any business at any meeting of the Board. Actions voted on by a majority of directors present at a meeting where a quorum is present shall constitute authorized actions of the Board.
3.14 Consent to Corporate Actions. Any action required or permitted to be taken pursuant to authorization of the Board may be taken without a meeting if, before or after the action, all directors consent to the action in writing or by electronic transmission. Such consents shall be filed with the minutes of the Board’s proceeding.
Article IV - OFFICERS
4.01 Officers. The principal officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer, who, subject to the approval of the Club members, shall be elected by the Board at the annual meeting. Vacancies in a principal office occurring between annual meetings may be filled by the Board at a regular or special meeting. There may also be such other officers as the Board deems appropriate. All officers shall be voting members of the Board. Two or more offices may be held by the same person, but such person shall not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law or by the President or by the Board to be executed, acknowledged, or verified by two or more Officers.
4.02 Term of Office. Each officer shall be elected at the annual meeting of the Board immediately following the election of directors for a one-year term beginning on the first day of the next fiscal year of the Club and may be re-elected from year to year thereafter. Each Officer shall hold office for his or her term and until a successor is elected. An officer may resign at any time by providing written notice to the Club. Notice of resignation is effective on receipt or at a later time designated in the notice.
4.03 Removal. An Officer elected by the Board may be removed with or without cause by vote of a majority of the Board.
4.04 Vacancies. A vacancy in any office for any reason may be filled with a person selected by the remaining members of the Board.
4.05 President. The President shall be the chief executive officer of the Club and shall have authority over the general control and management of the business and affairs of the Club and shall preside at all meetings of the Board or the members. The President shall sign all corporate documents and agreements on behalf of the Club, unless the President or the Board instructs that the signing be done with or by some other Officer or agent. The President shall see that all actions taken by the Board are executed and shall perform all other duties incident to the office. This is subject, however, to the president’s right and the right of the Board to delegate any specific power to any other officer of the Club.
4.06 Vice President. The Vice President shall have the power to perform duties that may be assigned by the President or the Board. If the President is absent or unable to perform his or her duties, the Vice President shall perform the President’s duties until the Board directs otherwise. The Vice President shall perform all duties incident to the office and other duties assigned by the President or the Board.
4.07 Secretary. The Secretary shall (a) keep minutes of Board meetings; (b) be responsible for providing notice to each director as required by law, the articles of incorporation, or these bylaws; (c) be the custodian of corporate records; and (d) perform all duties incident to the office and other duties assigned by the President or the Board.
4.08 Treasurer. The Treasurer shall (a) have charge and custody over corporate funds and securities; (b) keep accurate books and records of corporate receipts and disbursements; (c) deposit all moneys and securities received by the Club at such depositories in the Club’s name that may be designated by the Board; (d) complete all required governmental filings; (e) provide periodic financial reports to the Board and the members; and (f) perform all duties incident to the office and other duties assigned by the President or the Board.
4.09 Other Officers. Other Officers elected by the Board pursuant to Section 4.01 shall have such duties as are prescribed by the Board in resolutions establishing the positions.
Article V - COMMITTEES
5.01 Standing Committees. The Board by resolution may establish one or more standing committees to conduct the programs and activities of the Club in accordance with policies established by the Board. The chairperson of each standing committee shall be a member of the Board and shall be deemed to be an Officer of the Club. Club members may be invited and encouraged to join and participate in a standing committee to help assure that the Club’s activities reflect the interests of its members.
5.02 Ad Hoc Committees. The Board by resolution also may establish ad hoc committees from time to time having limited durations for specific limited purposes not within the scope of a standing committee.
Article VI - CORPORATE DOCUMENT PROCEDURE
6.01 No contracts, checks or other documents obligating the Club shall be signed by any Officer, designated agent, or attorney-in-fact unless authorized by the Board or by these bylaws.
Article VII - COMPENSATION
7.01 No Director, Officer, or member of a committee shall be compensated for his or her service in any of these positions. However, all such persons shall be entitled to reimbursement for authorized out-of-pocket expenses incurred on behalf of the Club.
Article VIII - FISCAL YEAR
8.01 The fiscal year of the Club shall end on April 30 of each year.
Article IX - AMMENDMENTS
9.01 The Board at any regular or special meeting may amend or repeal these bylaws, or adopt new bylaws by vote of two-thirds of the Board, if notice setting forth the terms of the proposal has been given in accordance with any notice requirement for the meeting of the Board.
Article X - DISSOLUTION
10.01 If the Club is dissolved the Board shall promptly pay or provide for all outstanding obligations of the Club. Any remaining funds or other assets shall be distributed to one or more organizations having an interest in photography qualified under Section 501(c)(3) or Section 501(c)(7) of the Internal Revenue Code.
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In addition to officers specifically identified in Section 5.01 of the Bylaws, the following additional offices shall be established, as authorized by Sections 5.01 and 5.09 of the Bylaws, having the duties described below. Each of these officers is authorized and encouraged to recruit other Club members to assist in the performance of the duties of his or her office.
- Editor/Publisher: The Editor/Publisher shall be responsible for all aspects of publishing the Corporation’s periodic newsletter, “The Wide Angle News” including selection of format and frequency of publication, determination of content based on the needs and interests of Club members, collection of photographic and other materials, and writing articles or soliciting articles from members for inclusion in The Wide Angle News.
- Program Manager: The Program Manager shall be responsible for providing a guest speaker or other program for regular meetings of the Club unless other events are scheduled.
- Publicity Manager: The Publicity Manager shall be responsible for publicizing meetings and other Club related activities in relevant media, including print and digital outlets. The Publicity Manager also shall notify Club members as well as other related groups about regularly scheduled meetings by email or other appropriate means.
- Digital Manager: The digital manager will be responsible for downloading, organizing and projecting digital images received from Club members for showing at meetings of the Club. The digital director also shall assist speakers at Club programs with any projection needs. In coordination with the Website Manager the Digital Director shall arrange for the viewing of digital images on the Club’s website and assist the officers with the presentation of the images of annual contest winners.
- Website Manager: The Website Manager shall maintain and update content of the Club’s website in a timely manner, including the schedule of upcoming meetings and other Club events and announcements to the members. The website shall present general information about the Club, including copies of relevant Club documents, a list of current officers, a list of current competition documents, and instructions on how to join the Club. The Website Manager also shall maintain an archive of programs and digital images from Club meetings and other events. He or she shall work closely with other officers to ensure that the information on the website is accurate and timely. The Website Manager shall secure and maintain web hosting service and domain name operation and shall provide relevant cost information to the Board.
- Membership Manager: The Membership Manager shall be responsible for creating and updating information and material relating to membership in the Club. The Membership Manager shall respond to inquiries regarding membership and shall introduce new members to the Club. He or she also shall maintain a membership database.
- Events Manager: The Events Manager shall be responsible for the planning and organizing of social or special events for Club members such as banquets, picnics, holiday parties and photographic exhibitions. Subject to the approval of the Board, the Events Manager shall select the venues and prepare budgets for the events.
- Field Trip Manager: The Field Trip Manager shall be responsible for identifying photographic or educational opportunities for Club members, informing the membership of these opportunities at meetings and by email or postings on the Club’s website. The Field Trip Manager may solicit interested Club members to lead or host field trips organized through the Club.
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