Promulgation
The Bylaws set forth herein are a code of rules and regulations accepted by the Board of Directors and, where necessary, by the Membership of the Golden Gate Stereoscopic Society.
The Bylaws set forth on the following pages constitute the Bylaws as revised January 1, 1992 with the following changes thereto:
- Change #1 approved by the Board of Directors May 18, 1993
- Change #2 approved by the Board of Directors Jul. 20, Oct. 21, Nov. 15 and Dec. 13, 1993 and by the Club Membership Oct. 12 and Nov. 2, 1993
- Change #3 approved by the Board of Directors Jun. 15, 1994
- Change #4 approved by the Board of Directors Nov. 15, 1995
- Change #5 approved by the Board of Directors Jan. 6, 1996
Robert H. Baker, FPSA, ANAC Secretary
January 6, 1996
Updated (name change) on March 30, 2018
Introduction
The Golden Gate Stereoscopic Society was founded as The Miniature Camera Club June 26, 1934 and was incorporated in the State of California as a non-profit organization September 28, 1936.
Routine business of the Society is resolved at meetings of its Board of Directors because it is not practical to do so at other meetings because:
- The Society meets by Divisions except for a few events
- Time allowed for Division meetings is occupied with Division functions, principally competition and programs
- Problems and business discussed at Board of Directors meetings are time—consuming and would be of little interest to the general membership, such as:
- Correspondence
- Financial and budget matters
- Additions to Society property
- Reports of Division Chairmen
- Committee reports
- Other Society operations
Meetings of the Board of Directors, Division meetings, Committee meetings and other Society meetings are governed by the society’s Bylaws which are outlined in detail on the following pages.
All Society offices, elected and appointed, may be held by either a man or a woman. Whenever reference is made to the holder or duties of an office, the masculine form (he, him or his) is used in its generic term and includes the feminine gender.
ARTICLE I Principal Office
Section 1. Location
The principal office of the corporation shall be in the City of Oakland, County of Alameda, State of California.
ARTICLE II Corporate Seal
Section 1. Description
The corporate seal shall set forth the name of the corporation and shall have in scribed thereon the words GOLDEN GATE STEREOSCOPIC SOCIETY, INCORPORATED SEPTEMBER 28, 1936.
Section 2. Use
Such seal may be engraved, lithographed, printed, stamped, impressed upon or affixed to any contract, conveyance, certificate for shares or other instrument executed by the corporation.
Section 3. Custody
The Secretary shall keep custody of the corporate seal.
ARTICLE III Membership
Section 1. Application
Any person of good character and interested in photography may make application for membership in this Society. Dues shall accompany the application. Approval for membership shall be by a Division Chairman who will immediately notify the President, Editor and Secretary and will forward the Application for Membership with dues to the Treasurer.
Section 2. Classes
There shall be four (4) classes of membership: Honorary Member, Life Member, Competing Member and Non-competing Member. All members shall be entitled to vote.
Honorary Member
At the discretion of the Board of Directors a Honorary Membership may be conferred upon any member or former member of the Golden Gate Stereoscopic Society who while a member of the Society performed outstanding service for the Society, has outstanding photographic ability or whose achievements have brought distinction to the Society. No dues shall be required of a Honorary Member. Honorary Membership must be conferred by a unanimous and secret ballot of the Board of Directors after the candidate is proposed by an elected officer of the Society. The candidate shall not be present when he is being considered or voted upon.
Life Member
At the discretion of the Board of Directors a Life Membership may be conferred upon any member or former member of the Golden Gate Stereoscopic Society who while a member of the Society rendered faithful service to the Society over an extended period of time. No dues shall be required of a Life Member. Life Membership must be conferred by a unanimous and secret ballot of the Board of Directors after the candidate is proposed by an elected officer of the Society. The candidate shall not be present when he is being considered or voted upon.
Competing Member
A member who is eligible to participate in slide and/or print competition. Dues are required.
Non—competing Member
A member who is not eligible to participate in slide and/or print competition but who is welcome at any Society event. Dues are required.
Section 3. Suspension
Any member whose dues are in arrear for two (2) months or more is considered “not in good standing” and may be suspended from membership by a majority affirmative vote of the Board of Directors. Members so suspended may be reinstated upon payment of the full amount of dues in arrear plus such amount as shall then be due from a Competing or Non Competing Member, as appropriate, upon a majority affirmative vote of the Board, subject to the power of the Board to remit and cancel back dues whenever in the unanimous opinion of the Board such action is for the best interest of the Society.
Section 4. Resignation of Members
Any member may resign by written notice to the President, provided his dues and any other indebtedness have been paid in full.
Section 5. Scope of Authority
No member shall commit the Golden Gate Stereoscopic Society to any policy, agreement, responsibility, project, undertaking or expense without prior approval of the Board of Directors.
ARTICLE IV Dues
Section 1. Amount and Terms
The Board of Directors shall set the amount and terms of payment of membership dues.
ARTICLE V Elected Officers
Section 1. Election of Officers
The following officers of the Society shall be elected annually by the membership at the Annual Membership Meeting: President, Vice President, Secretary, Treasurer, Editor and the Chairman of each Division. Only a majority of members in good standing present and voting is necessary for the election of an officer.
Section 2. President
The President shall send out calls for meetings of the Board of Directors and serve as Chairman of the Board. He shall preside at regular and special meetings of the Society Membership. with assistance of the Board, he shall administer the affairs of the Society and shall be an ex officio member of all Society committees. He shall make all Standing and special Committee appointments except Chairman, Budget and Audit Committee. He shall keep Division Chairmen advised of members who are not in good standing. He may award a Certificate for Exceptional and Valuable Service to the Golden Gate Stereoscopic Society to deserving members but is limited to a maximum of two (2) certificates per year. He shall advise the Vice President when he cannot attend a Board meeting so the Vice President can preside with all the powers and duties of the President required on such occasions.
Section 3. Vice President
In the absence of the President, the Vice President will preside at meetings of the Board of Directors with all the powers and duties of the President required on such occasions. If he is unable to attend any Board meeting where he is to pre~ side, he shall advise the Immediate Past President who will preside with all the powers and duties of the President required on such occasions. He shall assume the duties of the President when the President is unable to perform his duties, resigns, dies or transfers from the area. He may hold any other Society office, elected or appointed, except President and Treasurer. He shall be Chairman, Budget and Audit Committee and Custodian of all Society equipment.
Section 4. Division Chairman
There shall be a Chairman for each Division with the name of the Division added as part of his official title; for example: Chairman, Color Slide and Print Division and Chairman, Stereo Division.
Each Division Chairman is responsible for activities of his Division. He shall appoint a committee as needed to accomplish the various objectives within his Division. He shall submit to the President and Secretary a list of members who are serving on his committee.
Each Division Chairman shall provide the Editor with news of activities and coming events to be published in THE PANORAM or arrange for members of his committee to do so.
Whenever a new Division is created by action of the Board of Directors or a Division Chairman becomes unable to serve, the President shall appoint an interim Division Chairman to take charge until the next regular election of officers, at which time a suitable candidate shall be nominated for the office.
In the event a Division Chairman cannot attend a Board meeting or cannot preside at his Division meeting, he shall appoint an alternate to act in his behalf and shall advise the President of action taken.
A set of rules and regulations governing his Division shall be prepared by each Division Chairman and submitted to the Board of Directors for approval.
The Division Chairman shall ensure that no person shall participate in Division competition who is not a member “in good standing” or who is a non competing Member.
He shall ensure that there is an up-to-date job description for each member of his committee and their assistants.
Section 5. Secretary
The Secretary shall keep a full and accurate record of proceedings of the Board of Directors and all regular and special meetings of the Society Membership. Reports of regular and special meetings of the Society Membership will be made in the minutes of the next Board of Directors meeting. He shall mail and file, as appropriate, correspondence of the Society. When necessary, he shall find and, upon approval of the Board of Directors, arrange for Society rooms. The Secretary will maintain the Society Bylaws and shall fulfill any other duties which are usually incumbent upon that office.
Section 6. Treasurer
The Treasurer shall send out bills for dues. He shall maintain a complete list of Society members and applications for membership. He shall act as custodian of all moneys and securities of the Society, depositing them in one or more financial institutions approved by the Board of Directors. He shall pay all bills, make expenditures approved by the Board, keep detailed accounts and report to the Society the condition of the treasury. The Treasurer shall assist the Budget and Audit Committee to prepare an annual budget for the Society. The Treasurer shall also prepare an annual financial statement which, after approval of the Board of Directors, shall be made available to the Membership at the fifth regular meeting of each Division following the end of the fiscal year. He shall keep the President advised of members who are more than two months in arrear in paying membership dues.
The Treasurer shall also perform the duties of Treasurer of any PSA-recognized International Exhibition held by the Society.
Section 7. Editor
The Editor shall be responsible for publication of the Golden Gate Stereoscopic Society‘s official bulletin, THE PANORAM, and for any other publication approved by the Board of Directors. The Editor may appoint an Assistant Editor who shall act in the absence of the Editor.
Section 8. Job Descriptions
Each elected officer shall prepare and keep up-to-date a job description of the duties of his office.
ARTICLE VI Board of Directors
Section 1. Composition
The Board of Directors shall consist of the President (as Chairman of the Board), Vice President, Immediate Past President, Secretary, Treasurer, Editor and Division Chairmen.
Section.2. Order of Business
All business meetings of the Society, including meetings of the Board of Directors, shall be conducted in accordance with an agenda prepared by the President. Board of Directors meetings shall include the following items:
Meeting called to order Roll call of Board members and guests Reading of minutes of previous Board meeting (if not previously provided) Correspondence Treasurer’s reports: Reading of bills paid since last Board meeting Reading of financial statement(s) Approval of expenditures in excess of amounts previously approved by Board of Directors Report of new members Division Chairmen reports Business of Standing Committees Business of Special Committees Business of International Stereo Exhibition Editor’s report Old business New business Other items not covered Next Board meeting Adjournment
Section 3. Vacancies
The Board of Directors shall fill any vacancies on the Board for the remaining term of office, except as specified in Article V, Sections three and four.
Section 4. Removal of Directors
The Membership shall have the power to remove any Director, with or without cause, upon a two—thirds affirmative vote of those present at any Membership Meeting (as described in Article XI, Sections 3 and 4). The Board of Directors by a two—thirds affirmative vote of those present shall have the power to remove any Director for failure to attend three consecutive meetings of the Board without valid reason.
Section 5. Eligibility
No officer or Director of the Society shall be a manufacturer or dealer of photographic supplies or equipment.
Section 6. Motions
The Board of Directors shall act upon motions only when a quorum is present (see Article XIII, Quorums). A motion shall pass when a majority of those present vote in the affirmative, except as otherwise provided in these Bylaws. Each Director present shall have only one vote regardless of the number of offices held except the President who can vote only when his vote would change the outcome (e.g., if there is a tie vote or if the affirmative votes have one more vote than the negative votes).
Section 7. Substitutions for Absentee Board Members
When a Board member, other than the President, is unable to attend a Board meeting, he may authorize another Society member in “good standing” and not on the Board to substitute for him, provided the Chairman of the Board is notified in advance of the Board meeting.
Section 8. Calls for Meetings of the Society Membership
The Board of Directors shall issue calls for the Annual Membership Meeting and other regular and special meetings of the Society Membership.
ARTICLE VII Funding Society Expenses
Section 1. Budget Preparation
As Chairman, Budget and Audit Committee, the Vice President, with assistance of his committee members, is responsible for preparation of the Budget for each fiscal year as outlined in Article IX, Section 3.
Section 2. Allocation of Funds
Approval of the Annual Budget by the Board of Directors constitutes an allocation of funds for the items set forth in the Budget, subject to further specific approval by the Board of Directors prior to any commitment for expenditures of funds for certain items in the Budget as noted therein.
Notification of funds allocated will be provided Society members concerned by the Chairman, Budget and Audit Committee. Each member allocated funds shall be responsible, that the total amount allocated to him is not exceeded without approval of the Board of Directors.
All bills for expenditures shall be presented monthly to the Treasurer for payment.
Section 3. Requests for Special Funds
Requests for special funds or funds in addition to those covered by the Budget shall be subject to approval by the Board of Directors.
Section 4. Memorial Funds
Funds donated to the Society in memory of those who have passed on will be placed in one or more of the financial institutions holding Society money and may be used as approved by the Board of Directors. No separate accounting of these funds need be kept.
Section 5. Deposits or Advance Payments
When necessary, deposits or advance payments for intended purchases of goods or services which have previously been approved in the Budget may be made unless the Budget indicates further approval by the Board of Directors is required.
Section 6. Competitive Bids
All purchases of material or services in excess of one hundred fifty dollars ($150.00) shall, if possible, be accomplished by obtaining more than one bid (three if possible) and accepting the lowest bid if the quality and delivery time are acceptable unless the Board of Directors authorizes acceptance of another bid.
ARTICLE VIII Standing Committees
Section 1. Composition and Appointment
Standing Committees shall be committees which have continuing work to perform throughout the year.
The President shall make all Standing Committee appointments. The President-elect may make these appointments prior to taking office.
The President, with approval of the Board of Directors, shall establish and disestablish Standing Committees.
Standing Committees shall, when appropriate, be Society Facilities Representative; Director, Instructional Programs; Field Trip Committee; Historian, International Stereoscopic Union Representative; Membership Committee, Northern California Council of Camera Clubs (N4C) Delegate; Publicity Committee and such other Standing Committees as are established.
Section 2. Society Facilities Representative
The Society Facilities Representative will be the liaison between the Society and the management of the facility where the Society meets. He will negotiate rental fees to be paid by the Society, facilities to be made available to the Society and agreements by the Society to provide services to the facility, all of which must be approved by the Board of Directors.
Section 3. Director, Instructional Programs
With approval of the Board of Directors, the Director, Instructional Programs shall arrange for and supervise the presentation to Society members of instructional programs on photographic and related subjects by illustrated lectures, demonstrations, workshops or other educational programs.
Section 4. Field Trip Committee
The Field Trip Committee shall plan appropriate field trips for the membership, both one day and longer trips. The Chairman shall advise the President and Editor of planned trips in time for publicity and planning by Society members. Field trips may be held jointly with other camera clubs.
Section 5. Historian
The Historian shall maintain files of Society records including Society bulletins (THE PANORAM), catalogs of International Exhibitions, programs of Annual Award Banquets and other Society events, directories of Society membership, records of meetings, correspondence and other records as determined by the Board of Directors.
Section 6. ISU (International Stereoscopic Union) Representative
The ISU Representative will provide liaison between the Society and the ISU. He will keep Society members informed of ISU events and other matters of interest to the Society and will provide the ISU with Society information of interest to that organization.
Section 7. Membership Committee
The Membership Committee will actively promote the obtaining of newSociety members and the retention of presentSociety members, including following up on members who miss meetings, contacting guests who are potentialSociety members and conducting a “buddy” program to assist new members to become acquainted withSociety programs and techniques.
Section 8. NQC Delegate
The Northern California Council of Camera Clubs (N4C) Delegate and/or an Alternate Delegate shall represent the Society at N4C Council meetings and report activities of the Council to the President and, as appropriate, at Division meetings.
The N4C delegate shall arrange for delivery and return of members‘ slides and prints, if any, to be judged at the N4C.
Section 9. Publicity Committee
The Publicity Committee shall publicize the Society for the purpose of obtaining new members or promotingSociety projects through use of electronic and printed media and by printed advertising material distributed through appropriate photographic and other outlets. The Committee shall also publicize special Society events and programs, excluding International Exhibitions sponsored by the Society.
All news items concerning Society activities, with the exception of International Exhibitions, to be published in media other than THE PANORAM shall have the approval of the Chairman, Publicity Committee.
Section 10. Job Descriptions
Each Chairman of a Standing Committee shall prepare and keep up-to—date a job description of the duties of his office.
ARTICLE IX Special Committees
Section 1 Composition and Appointment
Special Committees shall be committees which have a one-time specific purpose such as nominating elected officers, preparing the Society budget, auditing the financial records and conducting special events.
The President, with approval of the Board of Directors, shall establish and disestablish Special Committees.
The President shall make Special Committee appointments except for Chairman, Budget and Audit Committee him is the Vice President). The President-elect may make these appointments prior to taking office.
Section 2. Nominating Committee
The Nominating Committee shall be appointed prior to July 30 of each year. It shall consist of three members, one of whom must be a member of the Board of Directors.
The Nominating Committee shall meet during August to select members of the Society “in good standing” as candidates for the elected officers of the Society. The Chairman, Nominating Committee shall prepare an article for the September or October issue of THE PANORAM listing the candidates. The candidates shall stand for election at the next Annual Membership Meeting.
Section 3. Budget and Audit Committee
The Budget and Audit Committee shall be composed of the Vice President as Chairman and additional members appointed by the President.
Assisted by committee members and the Treasurer, the Chairman shall prepare a preliminary budget for the ensuing fiscal year and submit it to the Board of Directors for approval or revision at the Board’s next to last meeting of the fiscal year. The final budget will be submitted to the Board of Directors for final approval at its last meeting of the fiscal year. The budget may contain items subject to further Board of Directors aproval prior to procurement and Allocations of Funds will be so noted.
The books, accounts and vouchers of the Society and the Annual Financial Statement shall be audited by the Budget and Audit Committee near the end of or shortly after the end of each fiscal year and results of the audit shall be reported to the Board of Directors by the second regular Board meeting of the fiscal year.
ARTICLE X Divisions and Sections
Section 1. Composition
The Golden Gate Stereoscopic Society shall consist of Divisions and Sections within Divisions as established by the Board of Directors. Divisions may be such as Stereo, Color Slide, Print, Video and Motion Picture, and Techniques and may be combined, such as Color Slide and Print Division. Sections, such as Nature, Pictorial, Photo-Travel and Photojournalism may be established. Divisions may be discontinued by approval of the Board of Directors.
ARTICLE XI Meetings
Section 1. Directors
The Board of Directors shall meet at least once a quarter at the call of the Chairman, except that a meeting may be canceled by a majority vote of Board members present. Special meetings of the Board may, if necessary, be called by the Chairman. Phone votes of Board members may be obtained in urgent cases if a meeting is not practical.
Section 2. Divisions
Meeting places and dates shall be set for each Division by the Board of Directors and changed when that seems necessary or desirable. The dates and locations of special Division meetings, such as clinics and workshops shall be set by each Division Chairman.
Section 3. Annual Membership Meeting
The Annual Membership Meeting shall be held at the call of the Board of Directors before the end of the Society year. Written notice shall be given by letter, post card or official Society bulletin to each member at his last known address and deposited in the United States mail at least two weeks prior to the Annual Membership Meeting.
The elected officers of the Society shall be elected at the Annual Membership Meeting from the list of members nominated by the Nominating Committee and from other nominations, if any, made from the floor. Any member making a nomination from the floor must assure the Annual Membership Meeting that his proposed candidate will accept if nominated and serve in the office if elected. If the proposed candidate is not present, this assurance must be presented in writing and signed by the proposed candidate.
Section 4. Special Meetings of the Membership
Special Meetings of the Membership may be called by the Board of Directors upon two weeks written notice to the Membership and shall be called by the Board upon written demand signed by at least ten percent of members entitled to vote.
Section 5. Committees
Standing and other committees shall meet at the call of their respective Chairman.
ARTICLE XII Fiscal Year
Section 1. Date
The fiscal year shall coincide with the calendar year.
ARTICLE XIII Quorums
Section 1. Membership Quorum
A quorum of any Annual Membership Meeting or Special Meeting of the Membership shall consist of not less than ten members “in good standing” entitled to vote.
Section 2. Board of Directors Quorum
A majority of the Board of Directors shall constitute a quorum at any Board of Directors meeting.
ARTICLE XIV Soliciting and Advertising
Section 1. Soliciting
Each Division Chairman may approve or disapprove the presentation or distribution of commercial advertising at meetings of his Division.
Section 2. Advertising
The name of the Golden Gate Stereoscopic Society shall not be used with advertising other than for direct business of the Society without approval of the Board of Directors.
ARTICLE XV Use of Society Equipment by Society Members
Section 1. Equipment Inventory
As custodian of all Society equipment, the Vice President shall maintain a perpetual inventory of Society equipment from information obtained from Division Chairmen.
Section 2. Responsibility
Each Division Chairman is responsible for Society equipment used by his Division and may authorize its use outside the Society regular meeting place for special Society events.
He may also authorize use by Society members of Society equipment used by his Division for events unrelated to the Society if he believes such use to be justified. In either event, he shall ensure that the Society equipment is returned to its proper storage place.
ARTICLE XVI Use of Society Equipment by Non—members
Section 1. Use of Equipment
Use of Society equipment by non—members, other than at a regular or other approved meeting, must have prior approval of the Board of Directors.
ARTICLE XVII International Exhibitions
Section 1. Authority for Exhibitions
The Society may, at the discretion of the Board of Directors, sponsor and conduct International Exhibitions in accordance with approved practices of the Photographic Society of America and any rules and regulations as may be adopted by the Board or the Exhibition.
Section 2. General Chairman
On the recommendation of the Division concerned and subject to approval of the Board of Directors, the President shall appoint the General Chairman of the International Exhibition at least ten months before the next scheduled closing date for the Exhibition entries.
Section 3. Exhibition Committee
The General Chairman shall appoint an Exhibition Committee. His duties and those of other members of the Exhibition Committee shall be outlined in an Exhibition Procedures Manual which, with its changes and revisions, will be approved by a Procedures Manual Revision Committee consisting of the President and General Chairman of the Exhibition plus other members to be appointed by the President if desired.
ARTICLE XVIII Affiliation with Other Organizations
Section 1. Affiliation
With approval of the Board of Directors, the Golden Gate Stereoscopic Society may become affiliated with or a member of other organizations, such as the Photographic Society of America, Northern California Council of Camera Clubs and International Stereoscopic Union.
Section 2. Disassociation
The Board of Directors has the power to disassociate the Society from any organization to which the Society has affiliated or become a member
ARTICLE XIX Amendment or Repeal of Bylaws
Section 1. By Board of Directors
The Board of Directors may amend or add to these Bylaws or repeal any provision thereof at any Board meeting.
ARTICLE XX Governing Rules
Section 1. Authority
All meetings and procedures are governed by Robert’s Rules of Order.