BCPA-By-Laws-v2.1

BCPA By-Laws BY-LAWS OF BOSTON CHINESE PHOTOGRAPY ASSOCIATION DRAFT Version 2.1 Page 1

BCPA By-Laws ARTICLE I. NAME, MISSION AND PURPOSE.........................................................................4 ARTICLE II. NONPROFIT CORPORATION.............................................................................5 ARTICLE III. OFFICES....................................................................................................6 ARTICLE IV. MEMBERS ..................................................................................................7 SECTION 1. ELIGIBILITY. ..................................................................................................7 SECTION 2. DUTIES AND RESPONSIBILITIES. ...............................................................................7 SECTION 3. DUES. ........................................................................................................7 SECTION 4. TERMS AND RENEWAL.........................................................................................7 SECTION 5. RESIGNATION. ................................................................................................7 SECTION 6. ADMONITION, SUSPENSION, AND EXPULSION. .................................................................7 SECTION 7. RESTRICTIONS ................................................................................................8 SECTION 8. SPOUSE BENEFIT..............................................................................................8 SECTION 9. ANNUAL MEETINGS. ..........................................................................................8 SECTION 10. MEMBER ACTIVITIES...........................................................................................8 ARTICLE V. BOARD OF DIRECTORS ..................................................................................9 SECTION 1. GENERAL POWERS. ...........................................................................................9 SECTION 2. NUMBER AND QUALIFICATIONS ................................................................................9 SECTION 3. TENURE. .....................................................................................................9 SECTION 4. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. .............................................................9 SECTION 5. RESIGNATION. ...............................................................................................10 SECTION 6. REMOVAL. (REMAIN, CONTENT TBD) ........................................................................10 SECTION 7. VACANCIES. .................................................................................................10 SECTION 8. ENLARGEMENT AND REDUCTION. ............................................................................10 SECTION 9. REGULAR MEETINGS.........................................................................................10 SECTION 10. SPECIAL MEETINGS. .........................................................................................11 SECTION 11. VOTES AND CONFLICT OF INTERESTS ........................................................................11 SECTION 12. PROXIES.....................................................................................................11 SECTION 13. QUORUM. ...................................................................................................11 SECTION 14. ACTION AT MEETING. .......................................................................................11 SECTION 15. ADJOURNMENT. .............................................................................................12 SECTION 16. ACTION BY CONSENT........................................................................................12 SECTION 17. PRESUMPTION OF CONSENT. ................................................................................12 SECTION 18. COMPENSATION..............................................................................................12 DRAFT ARTICLE VI. OFFICERS ................................................................................................13 SECTION 1. ENUMERATION...............................................................................................13 SECTION 2. ELECTION AND QUALIFICATION. .............................................................................13 SECTION 3. TENURE AND REMOVAL. .....................................................................................13 SECTION 4. CONFLICT OF INTERESTS. ...................................................................................13 SECTION 5. PRESIDENT. .................................................................................................13 SECTION 6. VICE PRESIDENT.............................................................................................14 SECTION 7. TREASURER. ................................................................................................14 SECTION 8. EXECUTIVE COMMITTEE .....................................................................................14 SECTION 9. SECRETARY. .................................................................................................15 SECTION 10. COMPENSATION..............................................................................................15 ARTICLE VII. ACCOUNTS, BOOKS, AND RECORDS .................................................................16 SECTION 1. BOOKS AND RECORDS. ......................................................................................16 SECTION 2. FORM OF RECORDS. .........................................................................................16 SECTION 3. REPORTS TO DIRECTORS, MEMBERS, AND OTHERS. ..........................................................16 SECTION 4. ACCOUNTING RECORDS......................................................................................16 ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS .....................................................17 SECTION 1. CONTRACTS. ................................................................................................17 SECTION 2. LOANS. .....................................................................................................17 Version 2.1 Page 2

BCPA By-Laws SECTION 3. CHECKS DRAFTS OR OTHER INSTRUMENTS. ..................................................................17 SECTION 4. DEPOSITS. ..................................................................................................17 ARTICLE IX. FISCAL YEAR.............................................................................................18 ARTICLE X. SEAL ......................................................................................................18 ARTICLE XI. EQUIPTMENT ............................................................................................18 ARTICLE XII. INDEMNIFICATION ......................................................................................18 ARTICLE XIII. AMENDMENTS ...........................................................................................18 ARTICLE XIV. DISSOLUTION............................................................................................18 DRAFT Version 2.1 Page 3

BCPA By-Laws ARTICLE I. NAME, MISSION AND PURPOSE As set forth in the Articles of Organization, the name of the Corporation is Boston Chinese Photography Association, Inc., abbreviated to BCPA. The mission of the Association is: To create a platform for our members to promote interest in photography, improve photography technique, enhance artistic expression and appreciation. The purposes of the Association shall be: (a) To operate exclusively for film and digital photography purposes under Section 501(c)(3) of Internal Revenue Code of 1954 or any amended or successor provision thereto; (b) To foster and coordinate the exchange of information between its members and other professionals of photography in the local and other regions of the world, including Asian Pacific communities; (c) To promote the sharing of its members’ expertise in the state-of-the-art of photography technologies; (d) To promote interest in photography, improve photography techniques, enhance artistic expression and appreciation; (e) To publish newsletters and to hold and sponsor seminars, conferences, workshops, exhibitions, and other presentations to fulfill and further the foregoing purposes; and (f) To carry on other non-profit and non-political activities in furtherance of the foregoing and consistent with the requirements and constraints of Section 501(c)(3) of the Internal Revenue Code. DRAFT Version 2.1 Page 4

BCPA By-Laws ARTICLE II. NONPROFIT CORPORATION (a) The Corporation shall be a non-profit and non-political organization and shall be organized and operated exclusively for educational and social purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 or any amended or successor provision thereto. The Corporation may not engage in any activity that is in contravention of the requirements of Section 501(c)(3) of said code and applicable rules and regulations which would cause the Corporation to lose, or render it ineligible for, its status as tax exempt under such provisions of the law. (b) No part of the net earnings of the Corporation shall inure to the benefit of any member or private individual, or to the benefit of any organization not qualified for tax exemption under Section 501(c)(3) of the Internal Revenue Code except as permitted by law. (c) The Corporation shall not receive contributions, donations and endowments by private individuals or other organizations made with conditions inconsistent with the purposes of the Corporation. DRAFT Version 2.1 Page 5

BCPA By-Laws ARTICLE III. OFFICES The principal office of the Corporation shall be in the Commonwealth of Massachusetts. The address of the principal office may be changed from time to time by the Board of Directors. The Corporation may have offices at such other places within or without the Commonwealth of Massachusetts as the Board of Directors may designate or as the business of the Corporation may require from time to time. DRAFT Version 2.1 Page 6

BCPA By-Laws ARTICLE IV. MEMBERS Section 1. Eligibility. Any person subscribing to the mission and the purposes of the Corporation may be eligible for membership in accordance with these By-Laws and may become a Member upon the payment of dues and upon the approval of the application for membership by the Association in accordance with these By-Laws. Section 2. Duties and Responsibilities. Members of the Association shall be subject to the Articles of Association, to pay dues, participate in activities, support the work of the association, introduce new friends to join the Association, and help the Association to expand its influence. DRAFT Section 3. Dues. The Board of Directors may determine from time to time the amount and time and manner of payment of dues. Not later than thirty (30) days prior to the effective date for any change in the amount, time, or manner of payment of dues, notice thereof shall be given to all Members. All dues accepted by the Corporation shall be non-refundable. Section 4. Terms and Renewal. Membership is of annual basis, starting at the beginning of each fiscal year. Existing members may renew membership by remitting dues. Dues may be collected at the annual meeting. Section 5. Resignation. A Member may at any time file a resignation in writing with the Association and it shall become effective as of the date it is filed. No membership fee shall be refunded. Section 6. Admonition, Suspension, and Expulsion. (a) A Member of the Corporation may be admonished, suspended or expelled for demonstrating lack of integrity, or for other reasonable cause by a two-thirds (2/3) vote of the full Board of Directors. A former Member of the Corporation who was so expelled from membership may become a Member only after approval of the application by resolution passed by a two-thirds (2/3) vote of the full Board of Directors. Version 2.1 Page 7

BCPA By-Laws (b) A Member may be dropped or suspended for nonpayment of dues as provided in these By-laws. A Membership so dropped or suspended may be reinstated by repayment of outstanding dues. Section 7. Restrictions Members cannot take advantage of the Association’s normal communication media for political propaganda, religious communication, commercial advertising, or product promotion. Association Member may belong to other photographic organizations. However, such Member cannot promote interests of other organizations within BCPA. Members cannot create a similar photography organization in the Greater Boston area. Section 8. Spouse Benefit. Spouse of Association Member also enjoys membership benefits without having to pay additional dues. Section 9. Annual Meetings. The purpose of the annual meeting is to review the past work and activities, and be informed of the upcoming year’s activity planning. The annual meeting shall be held at such reasonable times and places as designated by the Board of Directors. Section 10. Member Activities. Member activities are determined by the president and the Executive Committee, led by the president, at least once a month. Activities include: technical seminars, workshops, guest lectures, show-n-tell, portrait photography, special photography, outdoor photography, photographical tours, and others. The Association does not conduct internal photography competitions amongst its Members nor other activities that could lead to ranking, title or awards. However, the Association encourages its Members to participate other well organized photography competitions worldwide. DRAFT Version 2.1 Page 8

BCPA By-Laws ARTICLE V. BOARD of DIRECTORS Section 1. General Powers. Subject to the limitations of Nonprofit Corporation statutes, the Articles of Organization, and these By-Laws, all corporate powers shall be exercised by or under the authority of the Board of Directors. The powers to manage the business and affairs of the Corporation may be delegated to the President of the Corporation by the Board of Directors. Section 2. Number and Qualifications (a) The number of Directors shall be no less than five and no more than nine. The first Board shall consist of five Directors. (b) Director must be an active Member of the Association. (c) In additional to the Directors, there may be one or more Honorary Directors. An Honorary Director shall be appointed on the affirmative vote of a majority of the full Board of Directors. Honorary Directors need not be Members of this Corporation. DRAFT Section 3. Tenure. (a) Each Director shall serve a term of five (5) years in office and may be re-elected. (b) Except as otherwise provided by law, by the Articles of Organization, or by these By- Laws, Directors shall hold office until their successors are elected and qualified. (c) The term of office for each Honorary Director shall be one year, and may be reappointed. Section 4. Chairman and Vice Chairman of the Board. A Chairman and Vice Chairman of the Board shall be elected by the Board of Directors for a term of one year and may be re-elected. The Chairman of the Board shall be responsible for setting the date of Board meetings and determining the agenda prior to meetings. The Chairman of the Board shall preside at all regularly scheduled Board of Directors meetings. The Vice Chairman of the Board shall assist the Chairman under the direction of the Chairman. In the absence or during the incapacity of the Chairman, the Vice Chairman shall perform the duties and exercise the authority of the Chairman. If the office of the Chairman becomes vacant, the Vice Chairman shall succeed the Chairman for the remainder of the Chairman’s term. Version 2.1 Page 9

BCPA By-Laws Section 5. Resignation. Any Director may resign by delivering his written resignation to the Corporation at its principal office or to the Chairman of the Board. Following such resignation request, Board of Director should meet to nominate and elect a Successor Director. The resignation shall become effective upon the new Director is installed. Section 6. Removal. (remain, content TBD) A written petition for the removal of a Director brought by at least two Directors may be submitted to the Board of Directors for determination. A Director may be removed from office at any time, with or without cause by resolution passed by a two-thirds (2/3) vote of the full Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Section 7. Vacancies. (a) Any vacancy on the Board of Directors shall exist on the death, resignation or removal of any Director. A Member of the Association with an outstanding service record, can be nominated by the Chairman of the Board, and be elected as a Successor Director by resolution passed by a two-thirds (2/3) vote of the remaining Directors then in office. (b) A Successor Director so elected shall hold office for the unexpired term subject to the provisions of these By-Laws and shall have all powers and duties of a Director as provided in these By-Laws. Section 8. Enlargement and Reduction. The Board of Directors may be enlarged or reduced during any year to no more than the maximum number specified in these By-Laws by a majority vote of the Board of Directors. DRAFT Section 9. Regular Meetings. Regular meetings of the Board of Directors may be held at least twice every year as called upon by the Chairman of the Board. The Chairman of the Board may fix a reasonable time and place for holding them. Version 2.1 Page 10

BCPA By-Laws Section 10. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the President of the Corporation, or by one-third (1/3) or more of Directors. The person or persons authorized to call the special meetings may fix a reasonable time and place for holding them. Section 11. Votes and Conflict of InterestsDRAFT (a) Only the Directors elected by Members and the Successor Directors elected by the Board of Directors, shall be entitled to vote and decide a matter, and may exercise such vote either in person or by proxy as provided in accordance with these By-Laws. (b) A Director shall disclose fully to the Board the nature and extent of his interest whenever a possible conflict of interest may arise, and shall abstain from voting and deliberating any matter relevant to such interest unless otherwise decided by a majority of the remaining disinterested Directors. Section 12. Proxies. (a) A Director may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of the Board of Directors in the manner and to the extent authorized by the proxy. A proxy holder must be a Director. Proxies must be written and signed by the Director giving such proxy within fifteen (15) days of the time it is voted. (b) Directors may vote by proxy only on specific items authorized by the proxy, and general proxies authorizing a Director to vote on issues which may arise on behalf of the Director giving the proxy shall not be valid. No more than two proxies may be held by a Director. Section 13. Quorum. A majority of the Directors in office and entitled to vote shall constitute a quorum. Less than a quorum may adjourn a meeting of the Board of Directors from time to time without notice until a quorum shall attend. Section 14. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of those present, unless a different vote is specified by law, by the Articles of Organization, or by these By-Laws, shall be sufficient to decide a matter. Version 2.1 Page 11

BCPA By-Laws Section 15. Adjournment. Any meeting of the Board of Directors, whether or not a quorum is present, may be adjourned to another time and place by the vote of a majority of the Directors present. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. Section 16. Action by Consent. Any action by the Directors may be taken without a meeting of the Board of Directors if a written consent thereto is signed by all the Directors and filed with the records of such meeting. Such consent shall be treated for all purposes as BCPA By-Laws affirmative vote at a meeting. Section 17. Presumption of Consent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any matter of the Corporate is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting because of an asserted conflict interest. Section 18. Compensation. Directors shall not receive any stated salaries for their services as Directors, but by resolution of the Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at the regular or special meetings of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof. DRAFT Version 2.1 Page 12

BCPA By-Laws ARTICLE VI. OFFICERSDRAFT Section 1. Enumeration. The Officers of the Corporation shall be a President, a Vice President, members of the Executive Committee, a Treasurer, a Secretary, and such other officers as the Board of Directors may determine. Section 2. Election and Qualification. The President of the Corporation shall be elected on the affirmative vote of a majority of the full Board of Directors. The Vice President, the Secretary, the Treasurer, and other officers of the Corporation shall be appointed by the President and approved by a majority vote of the full Board of Directors. An Officer must be a Member of the Corporation. Section 3. Tenure and Removal. The President shall hold office for a term of one year and may be re-elected one more time. The President may be removed from office at any time, with or without cause by resolution passed by a majority vote of the full Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby. Each officer appointed by the President shall hold office until terminated by the President or until a new President is elected by the Board, and may be reappointed. Section 4. Conflict of Interests. An Officer shall disclose fully to the President and to the Board of Directors the nature and extent of his or her interest whenever a possible conflict of interest may arise. Such Officer may remain in office only if so decided by the Board of Directors, and may transact a matter relevant to such interest only under the specific direction of the President and only with the approval of the Board. Section 5. President. The President shall be the chief executive officer of the Corporation. Subject to the control of the Board of Directors, the President shall have general charge and management of the business affairs and property of the Corporation and shall be the representative of the Corporation in handling external affairs. The President shall form and lead its ‘cabinet’ of Executive Committee to conduct the business affairs for the Corporation. Version 2.1 Page 13

BCPA By-Laws (a) The President shall have the authority to sign checks, and may, without prior approval of the Board of Directors, disburse funds not exceeding a predetermined amount as designated by the Board. (b) The President will preside over the annual meeting and all other meetings of the Members of the Corporation. (c) The President shall report to the Board of Directors at least once in his/her term the state of the Corporation. (d) The President cannot be a Board of Director in the same time. Section 6. Vice President. The Vice President shall assist the President under the direction of the President. In the absence or incapacity of the President, the Vice President shall perform the duties and exercise the authority of the President. If the Office of the President becomes vacant, the Vice President shall succeed the President. The Vice President cannot be a Board of Director in the same time. Section 7. Treasurer. (a) The Treasurer, under the direction of the President, shall be in charge of all financial affairs of the Corporation, shall have the authority to sign checks, and may, without prior approval of the Board of Directors, disburse funds not exceeding a predetermined amount as designated by the Board. (b) The Treasurer shall be in charge of the books of account and accounting records, and shall have the duty to prepare the annual budget of the Corporation and the duty to prepare and file Corporate tax reports. The Treasurer shall render an account of the financial condition of the Corporation and all of his (or her) transactions as Treasurer to the President and to the Board of Directors whenever required and shall make and publish a like report to Board of Directors of the Corporation every six months. (c) The Treasurer cannot be the President, Vice President, or Board of Director in the same time. DRAFT Section 8. Executive Committee The Executive Committee is an executive team to directly assist the President, including but not limited to, decision making, operating, and carrying out tasks assigned by the President. (a) The Executive Committee consists of seven members. It is formed by: 1) Current President and Vice President; Version 2.1 Page 14

BCPA By-Laws 2) Three members of Board of Directors; 3) One former president (who served as President in prior years); 4) One prominent active member. (b) The term of Executive Committee member is one year, and can be re-elected and/or reassigned. (c) The three members from the Board of Directors will be decided by the Board to participate in the Executive Committee each year. (d) The position designated for a former president and a prominent member of the Executive Committee shall be nominated by the President and approved with a majority vote by the Board of Directors. (e) An Executive Committee member may be replaced only by the suggestion of the President and the approval with a majority vote by the Board of Directors. Section 9. Secretary. (a) The Corporation may install a Secretary if deemed necessary. Such installment must be requested by at least two Directors and proved by the Board of Directors. (b) The Secretary, under the direction of the President, shall have the usual duties pertaining to the office, including the custody of the records of the Corporation and of its Corporate Seal, the keeping of minutes of the meetings of the Board of Directors and of the annual meetings and special meetings of Members, and the giving of due notice of all regular and special meetings of the Board of Directors. (c) The Secretary shall have such duties of keeping prior issues of the BCPA Newsletter, and manuscripts, video and audio records and relevant materials pertain to prior seminars, conferences, workshops, exhibitions and other presentations held by or sponsored by the Corporation. (d) The Secretary shall have the authority to sign checks, and may, without prior approval of the Board of Directors, disburse funds not exceeding a predetermined amount as designated by the Board. DRAFT Section 10. Compensation. The salaries of Officers shall be determined from time to time by the Board of Directors. Version 2.1 Page 15

BCPA By-Laws ARTICLE VII. ACCOUNTS, BOOKS, AND RECORDS Section 1. Books and Records. There shall be kept at the office of the Corporation books of the Corporation including a copy of the Articles of Organization, By-Laws, adequate and correct books and records of account, minutes of the proceedings of the Members, the Board of Directors and the Committees, and a record of the Members giving their names and addresses. Section 2. Form of Records. Minutes shall be kept in written form. Other books and records shall be kept either in written form or in any other form capable of being converted into written form. If any record subject to inspection pursuant to the Nonprofit Corporation statutes is not maintained in written form, a request for inspection is not complied with unless and until the Corporation at its expense makes such record available in written form. Section 3. Reports to Directors, Members, and Others. The Board of Directors shall cause such reports to be prepared and distributed as may be required by the Nonprofit Corporation statutes. Section 4. Accounting Records. The Corporate accounting books and records can be presented to the President, Vice President, and Board of Directors. The accounting books and records will not usually be made public or to the members unless approved by a majority vote of the Board of Directors or required by law or a judgment from a court with jurisdiction. The President may report fiscal balance situation to the Members in the annual meeting. DRAFT Version 2.1 Page 16

BCPA By-Laws ARTICLE VIII. CONTRACTS, LOANS, CHECKS AND DEPOSITS Section 1. Contracts. Only the Board of Directors by resolution passed by a majority of the full Board may authorize the President, an officer or Officers, or an agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution passed by a majority of the full Board of Directors. Such authority may be general or confined to specific instances. Section 3. Checks Drafts or Other Instruments. (a) Unless otherwise designated by resolution passed by a majority of the full Board of Directors, all checks, drafts and other orders for the payment of money, and promissory notes and other instruments of indebtedness issued in the name of the Corporation shall be signed by the authorized Officer or Officers. The President and the Treasurer shall have the authority to sign said instruments. (b) Joint endorsements of two or more authorized Officers shall be required to negotiate said instruments or to disburse funds exceeding the amount as predetermined by the Board. Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select. DRAFT Version 2.1 Page 17

BCPA By-Laws ARTICLE IX. FISCAL YEAR The fiscal year of the Corporation shall end on the last day of the month of December, and may be changed by resolution passed by a majority of the full Board of Directors. ARTICLE X. SEAL The Board of Directors may adopt a Corporate Seal which shall be in the form of a circle and shall bear the full name of the Corporation and the year of its incorporation. ARTICLE XI. EQUIPTMENT The Association may purchase necessary equipment such as projector or monitor color calibrator. Such equipment should be registered on record, and safe kept by the Secretary or an Officer designated by the President, or Vice President, or a Board of Director. ARTICLE XII. INDEMNIFICATION The Corporation shall indemnify each Board Director and Officer, including each former Board Director and Officer, to the fullest extent permissible by the laws of the Commonwealth of Massachusetts. DRAFT ARTICLE XIII. AMENDMENTS (a) These By-Laws may be altered, amended or replaced in whole or in part by the Board of Directors; provided that any amendment thereto as adopted by the Board of Directors may be altered, amended or repealed by vote of the Members. (b) A written petition for amendment of these By-Laws brought by 1/3 Board of Directors of the Corporation shall be submitted to the Board of Directors at least thirty (30) days prior to the annual meeting of Members in order to be voted. These By-Laws may be altered, amended or repealed in whole or in part by resolution passed by a two-thirds (2/3) vote of the Board of Directors attending the annual meeting. ARTICLE XIV. DISSOLUTION (a) Upon dissolution or other termination of the corporation, no part of the property of the Corporation, or any of the proceeds thereof, shall be distributed to, or inure to the benefit of, any member or private individual, but shall be distributed first in payment of all Version 2.1 Page 18

BCPA By-Laws liability of the corporation. The remaining assets, if any, shall be donated to the Museum of Fine Art in Boston, as such organization qualifies at the time under Section 501(c)(3) of the Internal Revenue Code. (b) Any assets not so disposed of shall be disposed of by the appropriate Massachusetts court having jurisdiction exclusively for such purposes stated above, or to such organization or organizations qualifying as stated above, or for such other purposes as qualify under Section 501(c)(3) of the Internal Revenue Code, as said court shall determine. DRAFT Version 2.1 Page 19