NANP By-Laws

 

By-Laws

• Article 1 - Name
• Article II - Powers and Constraints
• Article III - Membership
• Article IV - Dues
• Article V - Officers
• Article VI - Board of Directors
• Article VII - Elections
• Article VIII - Duties of Officers
• Article IX - Standing Committees
• Article X - Meetings & Awards
• Article XI - Parliamentary Authority
• Article XII - Dissolution
• Article XIII - Effective Date & Amendments
• Article XIV - Regional Chapters

NATIONAL ASSOCIATION OF NAVAL PHOTOGRAPHY

CONSTITUTION AND BYLAWS --PREAMBLE – The NATIONAL ASSOCIATION OF NAVAL PHOTOGRAPHY was formed by and for persons associated at any time with NAVAL PHOTOGRAPHY.

We associate ourselves together for the following purposes:

To uphold and defend the Constitution of the United States of America.

To support a strong military defense posture of the United States of America.

To preserve the memories and incidents that are part of our personal lives and professional associations.

To promote fraternalism and camaraderie within the active and retired Naval Photographic community.

To sponsor educational seminars for members and Active Duty Photographers in cooperation with other government
agencies, manufacturers, and vendors in order to advance knowledge of new photographic, video or digital multi-media techniques and equipment.

This Association was established as a nonpolitical organization and will remain so throughout its existence.

 

--ASSOCIATION BYLAWS -ARTICLE I -NAME

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The name of the organization is the NATIONAL ASSOCIATION OF NAVAL PHOTOGRAPHY
(Hereinafter referred to as the Association).
 

ARTICLE II -POWERS AND CONSTRAINTS

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Section 1. Powers:
a. The powers of the Association and its members are exercised at the pleasure of its membership by a Board of Directors.

b. The Association is recognized by the U.S. Internal Revenue Service as a 501(c)(19) Non-Profit Veterans organization under section 170(c)(3) of the IRS code. This makes all contribution and dues paid to the organization tax deductible for taxpayers filling out IRS form 1040

Section 2. Constraints:

a. The Association is nonprofit, nonsectarian, and nonpartisan. It cannot endorse or disparage a commercial enterprise, a political platform, or a candidate for political office.

b. No part of any funds collected or received from any source shall inure to the benefit of any member or individual. Beyond approved expenses; no Officer of the Association shall receive compensation for services as an Officer. Proceeds of items offered for sale to members by the Association will accrue to the General Treasury of the Association.

c. Due to the nature of our organization we must present information and demonstrations of new products and techniques to our members. However, cooperation with commercial manufacturers or vendors of photographic or other imaging products, in no way constitutes an endorsement by the Association of that product. The NANP does not endorse or favor one manufacturer over the other, it reports on new developments in the industry as information is released or provided. Presentation of products, or demonstration of products in the association newsletter, exhibitions or educational seminars, is for the educational advantage of the Naval Photographic Community.

d. Advertising by vendors is permitted in the Association newsletters in return for donations toward newsletter production or for promotion of the Association activities. Publication of advertising in no way indicates NANP or Navy endorsement of the vendor or product.

e. The official NANP logo intended for the exclusive use of the Association. Guidelines for “Official Use” of the logo will be approved by a vote of the general membership and the Board of Directors. Any use of the approved NANP logo without the express written approval of the Board of Directors is prohibited.

 

ARTICLE III – MEMBERSHIP

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Section 1. Eligibility: Any person, military or civilian, who has been closely associated with any Military Photographic unit or organization ashore or afloat, and desires to further the interests of Naval Photography is eligible for membership. The spouse of a deceased member shall be eligible to assume the membership of the deceased spouse if desired.

Section 2. Types of Membership & Application: Application forms for membership can be obtained from the Association brochure, the Association Newsletters or downloaded from the NANP Website, www.navyphoto.net. The application should be submitted to the Secretary of the Association at the address printed on the current application form. Dues currently in effect must accompany the application. The dues amount for Annual and Life Membership will be published in the Association Newsletter and on the membership request forms. Types of membership are:

a. Life Membership: Life Membership may be obtained on original application, at rates set by the Board of Directors and approved by the membership. Once paid, Life Members are entitled to all rights and benefits of membership without further assessment of membership dues. Annual Membership can be upgraded to "Life" as set forth in ¶ b, 2.

b. Annual Membership: Persons desiring annual renewal of membership are classified as Annual Members. Dues for Annual Membership will be set by the Board of Directors and approved by a majority vote of the members. Annual Membership is effective as of the date dues are paid, for a period of 1 year.

1. Annual Members may vote and serve on appointed committees, but may not serve in an elective office unless upgrading to Life membership or prepaying annual dues through the period of the elective office.

2. Annual memberships may be upgraded to Life Membership at any time at rates set by the Board of Directors and approved by the membership.

3. Active Duty Sailors are provided free membership in NANP until retirement or separation from active service.

4. After 5 years of annual membership, a member will be upgraded to Life Membership status

c. Honorary Membership: Honorary Membership may be conferred on Friends of Photography by vote of the Board of Directors after submission of nominations by the membership. Criteria for nomination are outstanding service to Naval Photography. Nomination letters, which may be submitted by any Association member, shall be submitted to the Secretary prior to General Meetings, and shall contain a history of the applicant and reasons for nomination. d. Charter Membership: Persons who obtained membership before 1 January 1992 are also classified as "Charter Members" and will carry this designation forward if upgrading from Annual to Life Membership.

Section 3. Standing: A member shall be considered in good standing with entitlement to all Association benefits, including voting, if dues are paid. Life members, paying in installments, are considered in good standing as long as no more than one year has elapsed since the last installment was paid. Members with unpaid dues will be reminded by a letter from the Secretary. If no response is received within 90 days, membership will be terminated and the member will be placed in an Inactive status. Membership may be reinstated by payment of back dues.

 

Section 4. Fiscal year: The Fiscal year of the Association will be the same as the calendar year, 1 January --31 December.

ARTICLE IV – DUES

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Section 1. Dues Setting Procedure: Dues and payment procedures are presented to the membership by the Secretary at the General Meetings to be voted on by the membership through the balloting procedures set forth in Article VII. Dues may be revised as required. Changes are effective as of 1 January of the year following approval by the membership.

 

ARTICLE V – OFFICERS

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Section 1. Elected Officers: Elected Officers shall be the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, three Directors and one Life-Time Director (permanent during the life of the director). The initial election for the three Directors will be for one, two and three year terms, respectively. The 1st Vice President will normally accede to the office of President. The membership will vote as set forth in Article VII, on a slate of nominees selected by a nominating committee. Nominations will also be accepted from the floor at the General Meeting. As set forth in Article VII, write-in votes on the ballots will be allowed; however, nominees should be queried as to their desire to serve if elected.

Section 2. Terms of Office: The normal term of office for the President, 1st and 2nd Vice President, Secretary and Treasurer shall be two years. The offices of President, Vice Presidents and Directors will be limited to no more than two consecutive terms. A second term must be approved by the membership at the time of balloting.

Section 3. Officers-Elect: When elected, Officers shall be designated "Officers Elect" for the interim period cited in Article VII between election and the time they assume the responsibilities of their elected office.

Section 4. Appointed Committee Chairs: The following Committee Chairmen will be appointed by the Board of Directors, and shall serve for the duration of his term of office:, Historian, Auditor, Newsletter, Awards, Membership/Recruiting, Merchandise, Communications, Convention Chairman, Webmaster. Appointed Chairmen are part of the Association’s Board of Directors and are expected to participate in Board meetings called by the President. The President may create temporary committees as required by Executive order. Unless otherwise directed, the Committee Chairman will recruit committee members from the Association membership.

Section 5. Replacement and Succession: In the event of a vacancy among the elected officers, through resignation or other reason, normal ascension will apply for President and Vice Presidents. In the case of Secretary or Treasurer, if an "Officer-Elect" has been designated, The "Officer Elect" will assume the duties at that time, or, if no successor has been elected, the President will appoint an interim Officer to serve until the next General Meeting. The President will fill Committee Chair vacancies by appointment. Any officer or Director may be removed by a majority of the membership entitled to vote, for cause, and after opportunity to be heard at any regular General Meeting of the Association or any special meeting called for that purpose.

 

ARTICLE VI –BOARD OF DIRECTORS

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Section 1. Composition: There shall be a Board of Directors of the Association (Hereafter called the Board) The Board shall consist of elected Officers of the Association, as set forth in Article V Section 1, The immediate Past President, appointed Committee Chairmen and the President of each Regional Chapter as defined in Article XIV. The membership of the Board shall be drawn from active members of the Association. The Members of the Board are required to maintain an Internet email account in order to be aware of and participate in administrative discussions throughout the year.

Section 2. Duties: Members of the Board are responsible for policy and administrative operation of the Association. In addition they are designated as Official Delegates to the General Meetings and attendance at any Board meeting taking place at these gatherings. The President will solicit reports from and through committee chairman and these reports will be used as part of the minutes published in the newsletter to keep the membership informed of our activities. Members are also required to approve the Association operating budget submitted at the General Meetings. The Board will appoint all committees not otherwise provided for and have power to fill any vacancies on the Board, except vacancies occurring in the office of the President and 1st Vice President.

Section 3. There shall be an Executive Committee of the Board composed of the President, 1st Vice President, the Secretary and the Treasurer of the Association, meeting as a committee of the whole. This committee shall have all the powers of the Board to transact business of an emergency nature. All transactions of this committee shall be reported in full at the next meeting of the Board.

Section 4. Quorum:

a. If a meeting of the board is called by the President, presence of five members of the Board including at least one elected officer as defined in Article V Section 1 constitutes a quorum and can establish policy for administration of the organization subject to approval by the association membership.

b. Due to the nation-wide dispersion of members, administrative and policy decisions may be discussed, voted on and established by use of email, or other electronic means. If within a specified time frame, a member is able to communicate, deliberate, question and vote in person or by remote means, the member is deemed to be present and the President can declare a quorum if the required number participate.

c. If a meeting is conducted by email, all messages must be addressed to the entire Board. All messages will be retained as minutes to the meeting. Membership will be informed of the results of these meetings through publication of a digest of the minutes in the first newsletter following the meeting.

 

ARTICLE VII – ELECTIONS

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Section 1.Time and conduct of Elections: Due to the nationwide dispersion of our membership, nominations will be submitted to the membership at a General Meeting. Nominations will also be accepted from the floor, and/or, with the approval of an individual, that person’s name may be written in on the ballot. If the Secretary receives a late nomination within one week following the General Meeting, the name will be included on the ballot. Elections are by ballot of members. Ballots will be distributed via the Newsletter following the fall convention and posted on the NANP Website. Votes should be returned to the Secretary by mail, email or phone, within a specified deadline. Only votes by active NANP members will be counted, after verification of the voter. In no case will the vote of individual members be disclosed. Results will be submitted to the Board for publication to the membership via Newsletter and the NANP Website.

Section 2.Assumption of Office: Officers elected will be notified by the secretary after certification of the election results by the Board. Officers Elect will assume office on 1 January of the New Year. Turnover from the old office holder will be arranged by mutual agreement, contacting their predecessor by telephone or in person for pass-down information. Due to the fact that the 1st Vice President is already elected and will assume the office of President the following January, The presentation of the perpetual gavel will be made at the last general meeting of the year.

 

ARTICLE VIII --DUTIES OF OFFICERS

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Section 1. Elected Officers.

a. President: The President shall preside at all meetings of the Board and the Association General Meeting. The President shall act as Chief Executive Officer of the Association and shall, subject to the control of the Board, have general supervision, direction and control of the business of the Association. He shall maintain close communication with the 1st Vice President and 2nd Vice President as to future program development and pass down information.

b. First Vice President: The First Vice President shall succeed to the Presidency in case of a vacancy in that office and shall perform the duties of the President in his absence or disability; and shall undertake such other responsibilities as the President or Board may assign. The First Vice President shall be responsible for the Newsletter Chairman and Membership/Recruiting Chairman and report to the President the status of these committees.

c. Second Vice President: The Second Vice President shall succeed to the First Vice Presidency in case of a vacancy in that office and shall perform the duties of the First Vice President in case of absence or disability; and shall undertake such other responsibilities as the President or Board may assign. The Second Vice President shall be responsible for the Communications Chairman and the Awards Chairman and report to the President the status of these committees.

d. Secretary: The Secretary shall maintain a record of all meetings of the membership and the Board, files of correspondence, a database of member information and be custodian of all administrative records of the Association. The Secretary shall maintain records of dues payments and notify members on expiration of dues or nonpayment of installments. Letters of notification will be sent to past due members and notation of status change will be sent if the members are declared “Inactive”. The Secretary will tally all ballots, publish and distribute to the membership a report on elections and the General Meeting as part of the Association Newsletter, and cooperate with the Newsletter Editor in production and distribution of the Association Newsletters.

e. Treasurer: The Treasurer shall receive all revenues, disburse all funds, and maintain all financial records of the Association; shall present an Annual Fiscal Report, certified by the Auditor, to the membership at the General Meeting; Chair a Financial Investment Committee which will recommend investment opportunities for Association Funds; Appoint and chair a Budget Committee to establish spending guidelines for the following year. The Association Financial report shall be available to the membership for inspection at all times.

Section 2. Appointed Committee Chairmen:

a Historian: The Historian shall acquire appropriate records of persons and incidents considered to be part of the History of Naval Photography and the Association. Whenever possible, original photographs and documents should be scanned and retained in digital format.

b. General Meeting/Convention Chairman: This position will be co- chaired by a person on each coast to assist Convention Committees with signing legal documents and providing guidance. These personnel will sign the legal contract for the conventions. These chairmen will be authorized in writing by the NANP President.

c. Merchandise Chairman: The Merchandise Chairman, will coordinate arrangements for selecting and obtaining and selling merchandise offered to the membership. This merchandise will display the logo of the Association. Prices for all merchandise will be set by the Board and offered for sale through mail order to the Merchandise Chairman and through displays at NANP meetings.

d. Auditor: The Auditor will coordinate and certify an audit of association financial records as set forth in Article IX section 4, d. below

e. Newsletter Editor: The Editor will solicit, select and originate articles of interest to the membership, and ensure they are presented in a suitable format for inclusion in Association Newsletters. Depending on facilities available, the Editor will arrange for publication and distribution to the membership. The issue following the General Meetings will include minutes of the meeting and a ballot for member voting on Officers and other questions requiring membership approval.

f. Communications Chairman: It shall be the responsibility of the Chairman to make press releases about the NANP to civilian, military and veteran publications and Television media; will submit articles and stories relating to NANP activities and members, and advise the President, Secretary and Newsletter Editor of all successful releases, Tear sheets or copies of the articles should be obtained and filed in the archives whenever possible. Additionally, the chairman will serve as the point of contact with vendors. It shall be the duty of the Chairman to maintain close personal contact with each of our vendors and Manufacturer's Representatives, keeping them fully aware of our scheduled activities. Furthermore, he will solicit articles from vendors for publication in the NANP Newsletter and will be responsible for soliciting donations from our vendors to support the publication of the Newsletter. The Communications Chairman is also the primary point of contact for all matters involving the official NANP Website.

g. Awards Chairman: The Chairman of this committee, in conjunction with the President and Board, will direct the activities of the committee in accordance with provisions in Article X of this document. h. Membership / Recruiting Chairman: This officer will maintain programs to attract and register new members.

i. Webmaster: This officer is responsible for maintenance of the NANP Website. He will make recommendations to the Board on matters of emerging technologies capable of improving Association e-commerce and dissemination of information. The webmaster is not authorized to create and or disseminate information via the website without specific approval of the Board.

 

ARTICLE IX --STANDING COMMITTEES

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Duties of Standing Committees: The standing committees Listed in sections below, less the Chairman, will consist of two (2) or more members in even amounts. The term of office will be two (2) years with one new member being appointed each year. The chairman will vote only in case of a tie vote in committee; and then shall cast the deciding vote. Annual members may be appointed to committees if dues are paid in advance, or membership is upgraded to "Life" status. Special committees (ad hoc) may be appointed by the President as the need arises.

a. General Meeting / Convention Committee: Sufficient members will be appointed by the Chair to satisfy its objectives. The Chairman of the Communications Committee should also be part of this group. On the occasion of General Meetings, Conventions or Informational Seminars, The committee shall plan in sufficient time for the entire program, including agenda, lodging, meals, special activities, etc. to be finalized and published to the membership and other interested parties. For planning purposes, a Convention Turnover Book shall be maintained by the committee and passed on to each succeeding chairman. Under no circumstances shall the committee obligate the Association financially unless specifically approved by the Board.

b. Museum/Historical Committee: The Historian shall occupy this chair and shall select a committee of at least two (2) members. The committee shall provide a point of contact with the Director, Naval Aviation Museum, Pensacola, FL, And the Director of Naval Archives. The Chairman will also coordinate programs, actions, and collection of historical materials. The committee shall submit an annual report to the Board including recommendations on the Museum program

c. Audit Committee: The appointed chair shall select a committee of at least two (2) members. The committee shall conduct an annual audit of the income, disbursements and merchandise financial records of the Association. The Chairman of the committee will prepare a written Audit Report to be submitted to the Board prior to presentation of the Treasurers Report at the General Meeting that will certify the Findings of the financial audit.

d. Membership/Recruiting Committee: The appointed chair shall select committee members. The membership committee shall be responsible for all membership drive programs. The Secretary will be a member of this committee and will ensure the membership list is kept current and Annual members are notified in a timely manner when annual dues are payable and any changes in their status. The Secretary shall present a Membership Status Report at the General Meeting.

e. Financial and Budget Committee: Chaired by the Association Treasurer, This committee will oversee the investment of Association funds to provide the maximum safe return available. The Committee will also establish and review budgets and spending guidelines for Association Offices and Committees. An accounting of all funds spent by members will be submitted to the Treasurer prior to the end of the Fiscal year. Approval of the Board will be required to exceed the budget figures or establish new categories during the year. A report on disbursements will be included as part of the Annual Treasurer's report.

f. Communications Committee: Chaired by the Chairman of Communications, this committee will assist the Chairman in whatever capacity he may need in the performance of his duties.

g. Awards Committee: The Board will appoint the Chairman and all Members of this Committee. Their duties are specified in Article X.

 

ARTICLE X --MEETINGS & AWARDS

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Section 1. Board Meetings. There shall be an Official meeting of the Board at all Conventions. The Board meeting will be held prior to the General meeting. The President may initiate additional board meetings at any time during his term of office. Administrative or Policy topics may be submitted by email to all Board Members and decisions reached by a vote. If a quorum responds to the topic within a specified deadline, the approved items may be certified as valid and submitted to the membership. All messages and responses should be addressed to all Board members. The Secretary will retain copies of all messages as part of the official record. Digest Minutes of these meetings, and decisions made, will be published in the Newsletter and retained in Association records.

Section 2. General Membership Meetings. A General Membership meeting will be held as part of the Annual Convention.

Section 3. Educational Seminars. An objective of the Association is Educational Seminars to be held for the benefit of members and active duty personnel. Under direction of the Board, the Communications Committee and the General Meeting/Convention Committee will cooperate in planning and scheduling these events. They will usually be held in conjunction with other meetings for convenience of the membership; however, their scheduling is at the discretion of the Board.

Section 4. Local Coordination. An objective of the General Meetings and Educational Seminars is the coordination of planning events with nearby elements of the Naval Photographic community in the hope that mutual benefits may accrue. Our retired members also like to keep up on what is happening in Photography and the active duty Navy.

Section 5. Awards: Awards or other recognition by the Association may be made to any Individual, Unit, Command or Vendor performing outstanding service to Naval Photography. Nominations for individual recognition may be requested by any Association member or Sea Service Command, and after consideration, as set forth below, voted on and approved at any General Meeting. In the event of outstanding one-time accomplishments requiring timely action for maximum effect, The Board may make an appropriate award and announce it by news releases in Media outlets, The Navy Photo website and the next Association Newsletter.

a. Annual or Periodic Awards may be established and authorized by the Association at the direction of the Board. Specific awards will not be detailed in this section due to the constantly changing nature of the world, the industry and our organization. If Annual awards are established by the Association, they will be detailed by Executive Order, approved by the membership, and stay in effect until cancelled or modified by the Board. To safeguard the association, awards initiated by NANP local chapters require authorization from the National Board. Financial participation by NANP in all awards will be requested by the initiator of the award and voted on by the Board.

b. The initiator of the award is charged with the responsibility for appointing a Chairman, convening a selection committee and ensuring scheduled time frames are met to allow for nominations, selection of winners and the creation of appropriate Certificates, Plaques or other recognition.

Section 6. Order of Business: The Order of Business for Association meetings will be distributed at each meeting. Members wishing to include new business or resolutions for inclusion in the agenda can submit them to the convention chairman, the Secretary or members of the Board for inclusion. In addition to normal agenda items such as "minutes" and "reports", all meetings will begin with the Pledge of Allegiance to the Flag.  

ARTICLE XI--PARLIAMENTARY AUTHORITY

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Roberts Rules of Order shall govern the conduct of business in all applicable situations that are not in conflict with these BYLAWS.

 

ARTICLE XII --DISSOLUTION

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Section 1. Funds In the event of dissolution of the Association, or in the event it shall cease to exist for its objectives as stated in the PREAMBLE, and after settling all obligations, any remaining funds shall be consigned to the NAVY RELIEF SOCIETY.

Section 2. Assets. Other than reimbursement for direct expenses, under no circumstance shall any asset of the Association during its existence and/or dissolution, go, or be distributed to, any officer or member of the Association. Further, any historical materials concerning Naval Photography in the possession of the Association at the time of its dissolution shall be turned over, at the direction and discretion of the Board, to the Naval Aviation Museum, Pensacola, Florida, The Naval Archives, or other establishment concerned with the History of Naval Photography.

 

ARTICLE XIII --EFFECTIVE DATE & AMENDMENTS

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Section 1. The Constitution and Bylaws shall become effective when approved by the Board and ratified by majority vote of the Membership present at a Convention.

Section 2. Due to the world wide dispersal of our membership and the delay between conventions, Amendments may be proposed and, if discussed and approved by an electronic vote of the Board, be posted on the NANP web page. Notification to the general membership will also be inserted in the web site "Guest Book". Amendments approved by the Board will be effective until ratified or deleted at the following convention. Final acceptance of all amendments requires a two-thirds majority of the membership voting. For clarity and understanding, amendments will be incorporated into the existing By-Laws rather than appearing in a special section.

 

ARTICLE XIV--REGIONAL CHAPTERS

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Section 1. Recognition. The Board will recognize Regional Chapters of the Association so long as the Regional Chapter's Bylaws do not conflict with the National Bylaws. Regional Chapters are defined as organizations encompassing a geographic region. Section 2. Composition Regional Chapters (NANP) shall be comprised of ten (10) or more active members of the Association with purpose and goals consistent with those of the Association. To be a voting Chapter member, National Association of Naval Photography membership is required. A Regional Chapter shall meet, operate, and function independently under locally elected officers, and shall meet a minimum of twice a year. The Regional Chapter President shall serve on the National Association Board, and be a delegate at all meetings and conventions. Section 3. Chapter By-Laws Each chapter may create individual By-Laws; however, All Regional Chapters will adhere to the provisions of the National Association Constitution and Bylaws. By majority vote of the Board, after a hearing, failure to adhere to the Association Constitution and Bylaws may result in revocation of the Regional Charter.