The Bylaws of The PPGPB, Inc.

ARTICLE 1 Name and Definition.

SECTION 1. The name of this organization shall be PPGPB,INCORPORATED. It may also, be referred to and known as The Professional Photographers Guild of the Palm Beaches.

SECTION 2. The official address of this organization shall be P.O. Box 16762 West Palm Beach, Florida. 33416-6762. Or any other address designated by the Board of Directors.

SECTION 3. 2/8/05 This Association shall be organized as a not for profit Association.

ARTICLE 11 Purpose and Objectives.

SECTION 1. The purpose of this organization shall be as follows;

A) To educate the membership and inform the public as to its standards, both professional and ethical.

B) To create, foster, promote and maintain cordial and ethical relationships among its members and with the community it serves, in order to advance the photographic industry in all aspects while promoting all things which may be of benefit to the profession

C) To engage in any lawful activity for which corporations may be organized under the General Corporation Laws of the State of Florida.

SECTION 2. Such elevation of standards and ethics shall be accomplished by the issuing of newsletters, and directories, other publications, and by conducting regular meetings and seminars.

ARTICLE 111 Membership and Dues.

SECTION 1. Applicants for membership must be sponsored by an active member. The sponsor shall provide the prospective member with an application. The prospective member shall submit to the membership committee a completed application and a check or money order made payable to the PPGPB for the first dues and initiation fees. Prospective members who are business owners shall also submit copies of their occupational license and Florida State tax I.D. number.

SECTION 2. The membership committee shall be responsible for interviewing all applications and

reporting to the board during the normal meetings of the board. Their findings and their recommendations. Applicants will not be considered for acceptance until all requirements of the membership application are completed.

SECTION 3. The annual dues shall be determined by the type of membership applied for, as below [as set by the Board of Directors.]

A] Professional Active, extended to residents of the State of Florida, employed in the State of Florida in a legally established business and who derive the major portion of their income from professional photography. Professional active members shall have the right to hold office in the PPGPB, and vote hi meetings with respect to its affairs and use the PPGPB name logo in their photographic business. All professional active members must be of legal age [18 years ].

B] Associate; Limited to individuals who are residents of the State of Florida, employed in the State of Florida and are employed by a legally established business providing photography or photographic services. These members cannot derive the major portion of their income from photography. Associate members have no voting rights and may not hold office, nor use the PPGPB name or logo in the practice of their personal photographic activities. But are entitled to all other activities and benefits of the PPGPB. Associate members who submit their personal business occupational license and sales tax number where required by Florida State laws, may use the PPGPB name and logo.

C] Service [individual or Firm]; Employees of/ or companies who offer products or services to professional photographers. Service members have no voting rights and cannot hold office, but are entitled to all other activities and benefits of the PPGPB. Service members may use the PPGPB logo for their company only to show their support of the guild. Membership also includes a directory listing hi the Tune Exposure magazine.

D] Apprentice; Extended to residents of the State of Florida, employed hi the State of Florida, who do not derive income as a professional photographer, however, they intend to go into professional photography as a full time occupation. Apprentice members have no voting rights and may not hold office, nor use the PPGPB name or logo in the practice of their personal photographic activities, but are entitled to all other activities and benefits of the PPGPB. After a maximum period of two years as an Apprentice member, such members must submit an application as a Professional Active, Associate, or Service member.

E] Student; Any individual who is a student enrolled in a photographic degree program of a recognized school of photography, carrying at least six credit hours per term, and must provide valid student identification and curriculum verification. Student members have no voting rights and may not hold office, nor use the PPGPB name or logo in the practice of their personal photographic activities, but are entitled to all other activities and benefits of the PPGPB.

F] Retired; Any individual who is retired and was a Professional Active member of the PPGPB for at least one full year shall be eligible for this category. They are eligible to hold office, and vote.

G] Life member; Any individual, through their dedication to the profession of photography, their service to the industry and the community, their striving to attain the ideals of the PPGPB and duly nominated by the board of directors, and passed by 2/3 vote of the board of directors, shall have the honor bestowed upon them to becoming a life member. They hold all the rights and privileges of an Active Professional.

H] Support Member; Limited to any individual that is employed by an Active Professional and whose occupation is not that of photography, but as a support of the photographer. Examples are; Office manager, sales staff, non-photographing assistant. Such members cannot hold office, vote, use the PPGPB logo or participate hi the photographic competition, but they are entitled to all other benefits and activities of the PPGPB.

I] Special; Limited to anyone in the photography profession, for and by special approval by the board of directors. Members hi this category cannot hold office, vote, use the PPGPB logo or participate hi the photographic competition, but they are entitled to all other benefits and activities of the PPGPB.

SECTION 4. Membership in the PPGPB shall be terminated upon failure to keep dues current or otherwise comply with the articles of incorporation and the bylaws of the PPGPB.

ARTICLE IV MEETINGS.

SECTION 1. Meetings shall be held monthly as designated by the Board of Directors.

SECTION 2. Special meetings of members may be called by the President, the Board of Directors, or not less than one-fourth of such members as may be qualified to vote.

ARTICLE V OFFICERS.

SECTION 1. The elected officers of the PPGPB shall consist of the President, Vice-President, Treasurer and Secretary. The Immediate Past-President will assume a position on the Board of Directors immediately following his/her term as President. All officers must be Professional Active Members in good standing. Each Officer must also be a member of the board of Directors.

SECTION 2. Nominations and elections of these officers shall take place in accordance with article IX of these bylaws.

ARTICLE VI DUTIES OF OFFICERS.

SECTION 1. President; Chief Operating Officer of the PPGPB. Must be an active member of the Florida Professional Photographers [FPP] and the Professional Photographers of America [PPA]. The President shall preside at all regular Board meetings, he/she shall appoint, and be an ex-officio member of all committees. The President shall be responsible for all books, reports and minutes being properly filed, as required by law. Calls a minimum of eight board meetings per year with a minimum thirty day prior written notice. Designates the time, date and place for special meetings of the Board of Directors

SECTION 2. The Vice-President shall perform the duties of the President during the President's absence or inability to serve. The Vice-President shall automatically succeed to the Presidency following his or her term, or in case of vacancy in the office of the President, shall become the President of the PPGPB for the unexpired term. The Vice-President is responsible for the programming of regular meetings. The Vice-President leads a committee that coordinates speakers, locations, and other meeting details. Obtains and presents a plaque to the outgoing officers at the annual installation banquet. Assists the President with the presentation of awards at the annual awards/installation Banquet, and collects from all committee chairpersons the names of people to receive awards certificates of appreciation.

SECTION 3. Treasurer; Custodian of the funds of the PPGPB, and shall disburse said funds only upon approval of the Board of Directors, if said disbursement exceeds twenty five dollars[$25.00] or reduces operating funds to less than one hundred dollars [$100.00]. Must keep financial records, journal current and available at all Board of Directors meetings for inspection, if requested. Prepares a treasurer's report for all quarterly Board of Directors meetings, including a summary report and balance sheet for the annual business meeting. Make all required reports to the IRS and /or the State of Florida in a timely manner. At the end of his/her term of office, turn over all financial journals, reports and instruments to the incoming officer. Works with the incoming officer to prepare an annual budget to be approved by the Board of Directors.

SECTION 4. Secretary; Maintains all records, documents and minutes of all proceedings of the PPGPB and the Board of Directors, including a permanent "Minutes of Meetings" record book. Handles all incoming and outgoing correspondence of the PPGPB. Maintains current membership roster. At the end of his/her term, turn over all records, documents, and instruments to the incoming secretary

SECTION 5. All officers and board members shall keep copies of all correspondence written on PPGPB stationary and send a copy of each to the President. Letters having anything to do with the policies of the PPGPB or which could involve it in any way shall be cleared with the President.

SECTION 6. No officer or Board member shall be entitled to receive any salary for such duties as herein noted in these bylaws. At the board's discretion, they may hire and fix the salary of any employee necessary for the conduct of business of the PPGPB.

ARTICLE Vll BOARD OF DIRECTORS.

SECTION 1. The Board of Directors shall consist of all current officers, the immediate Past President, and four elected members. Each year three of the Directors will be elected for a period of three years. No Director shall be elected to serve more than two consecutive fall terms, unless there are no qualified candidates to fill the vacancy, at which point the sitting Board members shall be eligible for reelection.

SECTION 2. Members of the Board must be Professional Active members in good standing. A majority of the board of directors shall constitute a quorum. No officer or member of the PPGPB shall make any commitment in the name of the PPGPB without the approval of the board. The Board shall have charge of all affairs and act for, and in the name of the PPGPB, all in accordance with these bylaws.

SECTION 3. The Board by 2/3 vote of the fall Board shall have the right to recommend the removal from office and/or cancellation of membership in the PPGPB. Such officer, Director or member in any category, may be removed from membership for the neglect of duty or misconduct which may endanger the welfare, interest or character of the PPGPB. The Secretary shall notify the offending member of the pending cancellation or removal and explain the reason for same. A quorum must be present and a 2/3 majority vote of all active members is required for this action.

SECTION 4. A] Any officer or director absent from a meeting shall send a communication to

President or Secretary stating the reason for the absence. If there are [3] consecutive unexcused absences on the part of any officer or director, their position shall be declared vacant.

B] Should there be any vacancy in a Director position, an election shall be held at the next general membership meeting to fill the remaining time of the unexpired term.

SECTION 5. A maximum of [2] members of any one business establishment may serve on the Board of Directors of the PPGPB at any one time.

SECTION 6. Each Board member, with the exception of the President or Presiding Officer at the meeting, shall have one [1] vote. That vote must be cast by his/her presence at the meeting. Voting may be done by proxy, providing prior unanimous approval was noted by the Board. The President or Presiding Officer shall vote only in the event of a tie

ARTICLE VI11 DUTIES OF BOARD MEMBERS.

SECTION 1. The Board of Directors shall have the control and management of the PPGPB, with the authority to engage assistance, admit, suspend, or expel members and to do anything necessary and desirable in the conduct of the business of the PPGPB in accordance with the bylaws and rules and regulations. The Board may take actions it deems necessary and valid for the advancement of the PPGPB as a whole, consistent with the bylaws. The Board of Directors are to review and approve membership standards, guild policies, dues, fees, budgets, and activities not otherwise reserved for other officers or committees by the bylaws.

ARTICLE IX ELECTIONS

SECTION 1. The President shall appoint a nominating committee, made up of one Past President, one Board member and one active member from the general membership. The appointment of this committee, whose obligation shall be to present a complete slate of Board members for the coming year, shall be made in August. The report of the nominating committee shall be given at the September general meet and the President shall entertain further nominations from the floor. All nominees and business affiliations shall be published in the following news letter for a final vote after the October general meeting. All nominees from the floor will have an opportunity to address the general meeting in October, prior to the voting.

SECTION 2. Ballots will be prepared by the nominating committee for distribution by mail to the membership following the October general meeting. Ballots are to be collected, tallied and reported to the general membership at the Annual Installation Banquet.

SECTION 3. Immediately following the annual election of directors, a President, Vice President, Treasurer and Secretary shall be elected by the Board members who will serve for the coming year.

SECTION 4. Newly elected Board members shall assume their duties at the next Board of Directors meeting after installation.

ARTICLE X CODE OF CONDUCT.

SECTION 1. All applicants for membership into this organization [PPGPB] shall read the code of Ethics as it appears below, and the applicant agrees to abide by it, as attested to by his/hers signature on the membership application

SECTION 2. CODE OF ETHICS

conduct to be subscribed by the members shall be as follows; Upon being accepted into membership in the PPGPB, Inc. [Professional Photographers Guild of the Palm Beaches], I do hereby subscribe without reservation to the code of ethics and solemnly agree that;

A] I will endeavor to enhance the status of the photographic profession by maintaining a dignity of manner in my behavior, in the presentation of my photography and photographic services, in the appearance of my studio or place of business, and in all other forms of public contact.

B] I will deal with all customers of photography and the general public with honesty and integrity. I will observe the highest standards of honesty in all my transactions and promotions, avoiding the use of false titles, confusing or inaccurate technical terms or descriptions and misleading terms or claims.

C] I will at all times, endeavor to produce those kind of photographs and photographic services that will enhance the prestige of the profession, to apply my best efforts in behalf of the public, and do my part in raising the general standard of photographic craftsmanship.

D] I will cooperate with my fellow professional photographers and assist them with a

friendly spirit whenever possible, should they be in trouble or difficulty.

E] I will offer my knowledge to the members of my profession, and encourage them

individually and collectively, so that the quality of photography may constantly be raised to

higher standards.

F] In all matters relating to the interpretation of this Code, I will recognize the authority

of the PPGPB, inc., and agree to hold harmless the Board of Directors in any decision made on

behalf of the corporation. I have read me above Code of Ethics, and agree to abide by it as

evidenced by my signature in ink, this —day——20—.

SECTION 3. ETHICS COMMITTEE; The Ethics Committee shall consist of the Officers of the PPGPB. This committee is charged with investigating complaints about PPGPB member activities as they as they relate to members compliance with the PPGPB Code of Ethics. Findings of this committee shall be brought to the full Board of Directors for action.

SECTION 4. Ethics Complaints:

a] Upon receipt of a written complaint, the ethics committee will send the effected member a letter by certified mail, return receipt requested, which details the complaint. The member will have fifteen [15] days to respond to the complaint in writing, with the response to be mailed to the Ethics Committee. Failure to respond within the specified period of time may be considered to the benefit of the party issuing the complaint.

B] At the next meeting of the Ethics Committee following the receipt of the members response, the appropriate action will be taken, in respect to the bylaws.

ARTICLE XI RULES OF ORDER

SECTION 1 In all questions of parliamentary practice not covered by these Bylaws, Roberts Rules of Order shall prevail.

ARTICLE XII AMENDMENTS

SECTION 1 These Bylaws may be amended, revised, or repealed, in whole or in part, by a two thirds vote of the Professional Active Members present at any annual or special meeting of the corporation; or by two thirds vote of a constituted quorum when the vote is written by ballot by mail, provided the proposed change is submitted in writing to the recorded address of each member at thirty [30] days before the change is to be considered.

ARTICLE Xlll DELEGATE TO THE FLORIDA PROFESSIONAL PHOTOGRAPHERS [FPP]

SECTION 1 Delegate to the FPP; Must be an active Professional member of the PPGPB and an FPP member in good standing. The Delegate is to be selected by 2/3 majority of the PPGPB Board of Directions. The delegate shall serve a term of two years, renewable upon review by the PPGPB Board of Directors. An alternate Delegate may also be selected by the Board of Directors. The Delegate will receive two [2] FPP merits per year, providing the duties of the Delegate are performed; One [1] for attending Delegate Meetings, one [1] for writing reports/articles for the Time Exposure.

SECTION 2. Duties; Act as liaison between FPP and the PPGPB. Ensure FPP officers, directors section presidents, and other FPP personnel are on the PPGPB newsletter mailing list. Attend at least two delegate meetings per year. Write a report/article for the Time Exposure about each delegate meeting. Act as FPP membership recruitment representative by distributing FPP membership information and encouraging FPP membership, especially to new members. Coordinate election/selection of annual FPP Outstanding Service Award recipient.