Bylaws

BY-LAWS OF
The North Georgia Camera Club Council, Inc.

ARTICLE I
Name

The organization shall be known as the North Georgia Camera Club Council, Inc. organized under corporation laws of the state of Georgia. The organization may also be known as the abbreviation NG3C.

ARTICLE II
Mission

The mission of the Corporation is (i) to promote beneficial relationships among camera clubs in the North Georgia region and to assist Member Clubs and individuals in the conduct of their photographic activities, (ii) to supplement and coordinate the scientific and educational efforts of camera clubs in the North region relating to the art and science of photography, (iii) to provide instruction in the use of camera equipment and in photographic techniques, (iv) to disseminate new scientific and technical information in the field of photography, (v) to maintain a fund or funds and to apply any part or all of the income therefrom to the education of a student or students in aspects of photography, and (vi) to operate for other exclusively charitable, scientific, literary or educational purposes.

ARTICLE III
Board of Directors
Executive Board
The Executive Board consists of four officers: President, Vice President, Secretary, and Treasurer. No two members of the Executive Board may be representatives of the same Member Club. These officers shall be elected from among the Member Club representatives making up the Board of Assembly at the annual meeting.

Board of Assembly
There shall be a Board of Assembly consisting of no more than two representatives from each paid up Member Club at that clubs discretion. The representative(s) for the Board of Assembly shall be designated by the Member Clubs. The representatives should be registered with the council secretary no later than the first general membership meeting of the fiscal year. Executive Board members shall count as one representative from their club. The fiscal year is the calendar year between January 1 and December 31.

ARTICLE IV
Powers and Management
The powers and management of the Council shall be vested in and exercised by the Board of Assembly, which will include the representatives from each club. The Executive Board is the management arm of the Board of Assembly. They should plan the future of the organization and guide the Board of Assembly in its pursuits of the mission of NG3C. The Executive Board shall set the agenda and goals for the Board of Assembly.

ARTICLE V
Members
Any camera club residing in or near the North Georgia region is eligible for membership in the council and shall become a member upon payment of annual dues. Additionally, any club in a neighboring state if so desires may become a member upon payment of annual dues.

ARTICLE VI
Meetings and Quorum
Meetings of the Board of Assembly shall be held at least quarterly during the year upon the call of the President at a location convenient for the majority of the Board of Assembly to attend. The presence of two-thirds (2/3) of the designated Member Clubs of the Board of Assembly shall constitute a quorum for the conduct of business. On any motion, a two-thirds (2/3) affirmative vote of those Member Clubs present shall be required for passage. Each Member Club shall have one vote.
The meetings shall be run in accordance with the latest version of Roberts’s Rules of Order.

ARTICLE VII
Duties of Officers
President: The President shall preside at all meetings of the Executive Board and Board of Assembly, shall appoint all committees as required, and shall direct the work of the Council and its boards as set forth in these By-Laws.

Vice-President: The Vice-President shall serve in the absence of the President. The Vice- President shall also serve as the sergeant of arms and maintain order in the meetings.

Secretary: The Secretary shall record the minutes of all council meetings and provide such minutes to the Board of Assembly in advance of each board meeting as soon as possible but no later than 24 hours prior to the scheduled meeting. The secretary shall sign and attend to the filing of the annual report of the council with the Secretary of State of Georgia and maintain such files as needed to complete the said report.

Treasurer: The Treasurer shall ensure that annual dues statements are sent to the Member Clubs. He or she shall record the dues received, collect and disburse all funds of the club, file tax and other returns as required by State and Federal agencies and shall be custodian of all money, contracts, leases, and other intangible property of the Council. The Treasurer shall keep full and accurate books of account and shall make a written report of the Council’s financial condition to the Board of Assembly at least once a year. The Treasurer shall prepare and present a financial report at each meeting. The books of account and record may be audited annually by an auditor appointed by the President.

ARTICLE VIII
Annual Meeting, Elections and Appointments
An Annual Meeting for the election of the Executive Board and the transaction of all other business that may properly come before the meeting shall be held at a time and place to be designated by the Executive Board. The Secretary shall provide timely notice of the Meeting to NG3C bylaws the Member Clubs. Each Member Club shall be entitled to one vote on all matters to come before the Meeting.

In the event of a vacancy in any office between elections, however caused, the office may be filled by the President subject to the concurrence of not less than two-thirds (2/3) of the Board of Assembly. In case of the office of the president becomes vacant, the Vice President is automatically elevated to the position of the president.

Nomination of Executive Board: At least three months prior to the Annual Meeting, the President shall appoint a Nominating Committee of at least three members of the Board of Assembly. The Nominating Committee shall then determine a slate of candidates who have consented to serve on the Executive Board for the following term; this committee shall present at the Annual Meeting a slate of nominees for the coming year. Notification of the Annual Meeting, the slate of officers and the procedure for making additional nominations shall be provided to Member Clubs at least 45 days prior to the meeting. Other nominations may be made in writing to the Nominating Committee by the representatives of the Member Clubs, not less than thirty (30) days prior to the meeting. Nomination must be made with the consent of the person nominated. Election shall take place at the Annual Meeting. If there are no candidates other than the slate presented by the Nominating Committee, the Secretary shall cast one vote and declare those candidates elected. If there is a contest for any office, ballots shall be prepared and a written vote taken. The President shall appoint two non-candidates as tellers to collect and count the ballots.
Voting shall take place in person at the Annual Meeting.

Terms of the Executive Board: All members of the Executive Board are elected for one term. The term for all members of the Executive Board shall be two consecutive years. A year is defined as the duration between two Annual Meetings.

Terms of the Board of Assembly: Each Member Club should report the name of their representatives to the Secretary by no later than thirty (30) days prior to the beginning of the fiscal year. The length of the tenure of a representative of the Member Club is at the discretion of the Member Club.

ARTICLE IX
Standing Committees

Nominating Committee: The selection, term and duties of this committee are defined in Article VIII.

Honors and Scholarships: To properly recognize and honor those people who render exceptional service to photography in the NG3C and in the Member Club region, and to serve as a selection committee for the NG3C scholarship recipient, an Honors Committee shall be established and communicate to the Member Clubs requirements, standards and guidelines for the conferring of honors and scholarships subject to the approval of the Executive Board. This Committee shall consist of three members, who need not be members of the Board of Assembly but may be appointed by the President from among the membership of clubs belonging to the Council.

Shoot-out Committee: This committee is charged with organizing, developing, and guiding the event known as the “Photo Shoot-Out”. This committee is constituted annually and its members shall consist of members from the host club of the preceding year, the club selected to host the event for that year and a member of the Board of Assembly.

Resources and Activities Committee: This committee shall organize and develop events, workshops, classes, swap meets, and the like. The committee is selected annually from the membership of the Member Clubs and its members shall include at least a member of the Board of Assembly and two members from the Member Clubs.

ARTICLE X
Dues
The Executive Board shall from time to time fix and establish the amount of the annual dues to be paid by the Member Clubs.

ARTICLE XI
Amendments
Amendments to these By-Laws may be proposed at any time by a member of the Board of Assembly and will be adopted by affirmative vote of two-thirds (2/3) of the Board of Assembly. The proposed amendments should be send out to the members of the Board of Assembly at least thirty (30) days prior to voting on the amendments..

ARTICLE XII
Dissolution
In the event of dissolution of this Council, all monies and capital equipment shall be distributed equally among the Member Clubs in good standing at the time of dissolution.

Signed and adopted
March 9th, 2011
_________________________________________________
Kim Bates, President

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