BYLAWS Of JOURNEYS
As Duly Adopted this 15th day of April, 2021
With Conflict of Interest and Dispute Resolution Policies
ARTICLE I. CORPORATE OFFICES
The Club shall continuously maintain in the Pune a registered office and a registered agent whose office is identical with such registered office. The address of the registered office and registered agent may be changed from time to time by the Board of Directors.
ARTICLE II. CORPORATE PURPOSES
The Club shall have such purposes as are now or may hereafter be set forth in the Articles of Incorporation as follows:
- Promotes the art and science of photography as a means of communication, image appreciation and cultural exchange.
- Provides education, information, inspiration and opportunity for all persons interested in photography.
- Fosters personal growth and expression, creativity, excellence and ethical conduct in all aspects of photographic endeavour.
ARTICLE III. MEMBERSHIP
Members of the Journeys shall be entitled to access and participation in the Journeys programs and other benefits as set forth herein, but shall not have statutory voting rights under the Act, but may, at the discretion of the Board of Directors, vote to approve advisory opinions.
Section A. CLASS OF MEMBERS
The Club shall have class of members as follows:
Individual Members shall be natural persons who fulfill the Society’s Member Qualifications as set forth in these Bylaws.
Section B. MEMBER QUALIFICATIONS
Membership shall be limited to individuals and organizations who pay the required dues as established by Board of Directors, unless determined to be specifically exempt from such payment as approved by the Board, or under these Bylaws.
Section C. VOTING AND OTHER MEMBER RIGHTS
Members of the Club in good standing shall enjoy the following Member rights and privileges.
- Each Individual Member shall be entitled to one vote on each advisory matter submitted to a vote of the Members, and may have the right hold office if the Individual Member meets the requirements as set forth by the Board of Directors.
- Members of the Society shall have the right to have online access to the Society’s website, to receive the Society’s journal, and to have such privileges as may otherwise be established by the Board of Directors.
- All Member rights as set forth herein shall cease upon termination of membership for any reason.
Section D. REMOVAL OF MEMBERSHIP
- Members may be removed for non-payment of dues, upon the expiration of such grace periods as the Board of Directors may approve.
- Member may be removed from membership if the Board of Directors, according to its policies, finds that the Member has plagiarized photographic images.
- Members may be removed for cause by the Board of Directors.
Section E. RESIGNATION
Any Member may resign by filing a written resignation with the Club. Such resignation shall take effect at the end of the period covered by dues already paid by the Member. No dues payments will be refunded.
Section F. REINSTATEMENT
A Member may have a membership reinstated according to terms as may be established by the Board of Directors.
Section G. TRANSFER OF MEMBERSHIP
Membership in the Society is not transferable or assignable.
Section H. MEMBERSHIP CERTIFICATES
No membership certificates of the Society shall be required.
ARTICLE V. MEETINGS OF MEMBERS
The Club Members shall not be required to have an annual business meeting, but may, at the discretion of the Board, hold regular conferences, seminars, symposiums, and other gatherings to help develop the Members’ interest in the Society’s charitable purposes.
ARTICLE VI. BOARD OF DIRECTORS
Section A. GENERAL POWERS
The affairs, business, and all legal matters of the Society shall be managed by its Board of Directors.
Section B. NUMBER AND TENURE
The Board of Directors shall be composed of five (5) directors and may be increased to sixteen (16), without amending the bylaws, by a resolution of the Board of Directors. The Board of Directors may from time to time, by amendment of these bylaws, change the minimum and maximum number of directors, but in no case shall the number be less than two (2). Directors may serve more than one consecutive term, subject to approval by the Board of Directors.
Section C. QUALIFICATIONS
Those who seek to be directors of the Society must be Members of the Society in good standing, personally affirm the Society’s corporate statement of purpose, must abide in all respects with the Society’s governance practices set forth in these bylaws, and all policies as adopted by the Board of Directors, and must characterize personal commitment to the values of the Society.
Section d. FIDUCIARY DUTIES
Directors are legally required to fulfil the following fiduciary duties to the Society:
- Duty of Diligence. Directors ultimately hold full non-delegable responsibility for the Society’s actions and well-being. Directors are required to carry out their board 8 responsibilities with careful attentiveness and dedication – attending meetings, actively participating in board deliberations, seeking outside counsel and guidance as appropriate; and ensuring that all state and federal taxes, registrations, returns, and other financial reports required under applicable laws are timely filed.
- Duty of Loyalty. Directors must always act in the best interests of the Society. This applies to not only decisions that involve their own personal or business loyalties, but also those of other, directors, and officers involved in the Society. Directors shall comply at all times with the Conflict of Interest Policy at Addendum A; and shall at no time make non-program loans, gifts, or advances to any person, except as permitted under the Act.
- Duty of Obedience. Directors are required to ensure that the Society’s activities adhere and conform to the charitable purposes set forth in the Society’s purpose statement at Article III, Section A above; and to utilize the assets of the Society for the best interest of the Society’s beneficiaries. They are to avoid wasting charitable assets. This includes, but is not limited to incurring penalties, fines, and unnecessary taxes.
Section E. RESIGNATION AND REMOVAL
Any director may resign at any time by giving written letter. Such resignation, which may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. Any director may be removed with or without cause by the Board of Directors. Members may request removal of a director by the Board of Directors at any time, but such request shall be only advisory in nature.
Section F. VACANCIES
Any vacancy occurring in the Board of Directors to be filled by reason of any increase in the number of directors or resignation or termination of a director shall be filled by the Board of Directors as soon as is practicable. A director so elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section G. COMPENSATION
Directors shall receive compensation for their services as directors. However, by resolution of the Board of Directors, expenses of attendance, if any, may be reimbursed for each regular or special meeting of the Board of Directors, provided that nothing herein contained shall be construed to preclude any directors from serving the Society in any other capacity and receiving reasonable compensation therefore.
Section I. CONFIDENTIALITY
As part of their fiduciary duties owed to the Club, all directors, officers, committee members, and other agents of the Society are expected to maintain appropriate confidentiality of information related to the Society, including donor and supporter lists and related records, fundraising strategies, financial information about the Club, organizational plans, marketing information, expense information, personnel matters, and computer passwords (all whether in electronic or paper format), and to prevent unauthorized disclosure to any outside party, except to the extent such information is otherwise disclosed in accordance with the ordinary course of business to the public or third parties or otherwise is required to be disclosed under applicable law. Such confidentiality is expected to be maintained at all times subsequent to service to the Club. Each director and officer shall annually complete a confidentiality agreement. Notwithstanding the dispute resolution provision contained in Addendum B, the Society may enforce this provision as it deems appropriate (including mediation and arbitration at its option), and it shall be entitled to recover attorneys’ fees and costs against those found liable for violating this provision.
ARTICLE VII. MEETINGS OF THE BOARD OF DIRECTORS
Section A. REGULAR MEETINGS
Semi-annual meetings of the Board of Directors shall be held at such time and place as may be designated by the President in accordance with the notice provisions herein below, for the purpose of electing directors, approving an annual budget, and for the transaction of such other business as may come before the meeting.
Section B. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by, or at the request of, the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place for holding any special meeting of the Board of Directors called by them.
Section C. EXECUTIVE SESSION
All meetings of the board of directors shall be closed, executive session meetings, unless otherwise expressly approved by the Board of Directors.
Section D. NOTICE
- Time. Except as otherwise provided herein, written notice of any meeting of the Board of Directors shall be delivered not less than five (5) days nor more than sixty (60) days prior to the date of the scheduled meeting.
- Email. Notice requirements may be satisfied by sending an email communication in a timely manner to the director’s email address on the Society’s records. Telephone communications may be useful for establishing the time and place of meeting but shall not be used in lieu of the email notice. At any duly convened meeting of the Board a resolution may be approved concerning future meetings of the Board. Timely emailing of the Board minutes to each director may qualify as notice of the next meeting of the 10 Board if the minute concerning the meeting is clearly set forth and concise in its composition.
- Extraordinary Notice. Notice of no less than twenty days shall be provided for meetings of directors called for the purposes of amending the bylaw.
- Waiver. Notice of any meeting of the Board of Directors may be waived in writing, signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the expressed purpose of objection to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors, need be specified in the notice or waiver of such meeting, unless specifically required by law or by these bylaws.
Section E. QUORUM
A majority of the directors then in office shall constitute a quorum for the transaction of the business at any meeting of the Board of Directors, provided that if fewer than half of the directors are present at the said meeting, a majority of the directors present may adjourn the meeting to another time without further notice.
Section F. MANNER OF ACTING
The act of a majority of the directors present and voting at a duly convened meeting of the Board of Directors shall be the act of the Club unless the act of a greater number is required by statute, these bylaws, or the Articles of Incorporation.
Section G. PROXY
Directors may not vote by proxy or under any other power of attorney.
Section H. MEETINGS THROUGH ELECTRONIC CONFERENCING
Any meeting of the directors may be conducted in simultaneous multiple locations if the various locations are effectively connected by telephonic or other communications equipment. Directors or non-director committee members may participate in and act at any meeting of the Board or committee through the use of such equipment, provided all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section I. ACTION WITHOUT A MEETING
The Board of Directors and its committees may take any lawful corporate action without a meeting through the unanimous written approval by all directors then in office by all committee members entitled to vote. The written approvals must contain a statement of the resolution being approved, and must be delivered to the Society’s Secretary.
ARTICLE VIII. COMMITTEES
Section A. APPOINTMENT OF COMMITTEES AND COMMITTEE MEMBERS
The Club’s Board of Directors and its designees shall have the power to appoint committees. Upon appointing a committee, the Board of Directors or its designee shall appoint an individual to serve as chair of the committee, shall specify (1) the task(s) assigned to the committee; (2) whether or not the committee has authority to act on behalf of the Corporation (see Sections B & C of this Article), and (3) the duration of the committee, if any, which may be generalized to a period necessary to bring the matter to full resolution. The term of the committee members shall be set by the Board of Directors or its designee. The Board may, at its discretion, either designate an individual to serve as chair of the committee, or may permit a committee to elect a chair. All committees shall serve at the pleasure of the Board.
The Society shall establish an Investment Policy, to (1) protect and grow the Society’s investment, (2) earn a reasonable interest rate, and (3) main access to the Society’s cash assets when needed – appropriate to the Society deposit accounts’ time horizon, distribution requirements, and Society’s risk tolerance. The Treasurer, with the concurrence of the Investment Committee, may buy and sell securities consistent with the best interests of the Society, and subject to the Society’s Investment Policy.
The Board of Directors or the President may accept on behalf of the Society any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Society.
The Society may be organized into divisions, departments, chapters and other sub-organizations as the Board of Directors may determine, and which are consistent with all legal and regulatory authority governing the Society.
CONFLICT OF INTEREST POLICY
Article I. Purpose
The purpose of this Conflict of Interest Policy is to protect the Club and its tax-exempt status when the Society is contemplating entering into a transaction or arrangement that involves certain individuals that have a special relationship with the Club, either directly or through family or business relationships. The law imposes a fiduciary duty on the Club’s directors, which carries with it a broad and unbending duty of loyalty to the Club. The directors have the responsibility of administering the Club’s affairs honestly and prudently, and of exercising their best care, skill, and judgment for the Club’s sole benefit. As such, they shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with the Society or knowledge gained therefrom for improper private benefit. The interests of the Society must be the first priority in each director’s decisions and actions.
Article II. Definition of Interested Person and Conflict of Interest
- Interested Person. An “Interested Person” shall include: 1. any director, officer or, member of a committee with board-delegated power; 2. a substantial contributor to the Society; 3. any family member of the individuals described above; and 4. any corporation, trust, or other entity in which persons described above hold more than 35 percent of the total combined voting power.
- Conflict of Interest. A “Conflict of Interest” is any transaction or arrangement involving the Society, which directly or indirectly benefits an Interested Person.
Article III. Annual Statements
- Each director, officer, or member of a committee with board-delegated power, of the Club shall annually sign a statement which affirms that such person: (1) has received a copy of this Policy; (2) has read and understands the Policy; (3) has disclosed on the annual statement all known potential Conflicts of Interest that may arise, or have arisen; and (4) agrees to comply with the Policy.
- The Club’s Board of Directors shall maintain a record of other known potential Conflicts of Interest that may arise, or have arisen with Interested Persons not otherwise disclosed under Section A of this Article.
Article IV. Procedures for Addressing Conflicts of Interest
- Loyalty to the Club. The Club must be careful in undertaking transactions with Interested Persons to ensure that the transaction is in the best interest of the Society and that the Interested Person is not receiving an improper private benefit. This may include, 21 but is not limited to, those transactions involving Interested Persons with decision making authority in the Society.
- Duty to Disclose and Recuse from Discussion and Vote. Interested Persons with decision making authority in the Society have a duty to disclose the existence of a potential Conflict of Interest in any proposed transaction or arrangement under consideration by the Club. After disclosure of the interest and all material facts related thereto by the Interested Person, including any initial questioning by the independent individuals on the board or committee, the Interested Person with the Conflict of Interest shall recuse himself or herself and is not permitted to participate in any discussion or vote, on the transaction or arrangement.
- Investigation and Due Diligence Analysis. The Club has a duty to investigate alternatives to any proposed transaction or arrangements involving Interested Persons to determine whether the proposed action is in the best interest of the Club. If appropriate, the chairperson may appoint a disinterested person or committee to perform this investigation. After exercising due diligence, the board or committee shall determine whether the Club can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a Conflict of Interest.
- Decision-Making Process. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a Conflict of Interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Club’s best interest and whether the transaction is fair and reasonable to the Society, and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
- Contemporaneous Reporting. The acts taken to comply with this Policy, including the disclosure of the Conflict of Interest, investigation thereafter, explanation of the decision making process, including the explanation of why the proposed action is or is not in the best interest of the Society, and the individuals voting on the proposed transaction, shall be contemporaneously recorded in writing by the Society in the minutes of the meeting, together with any comparability data or other supporting documentation.
Article V. Violations of the Conflicts of Interest Policy
If the board or committee has cause to believe that a director, officer, or member of a committee, has failed to disclose actual or possible conflicts of interest, it shall inform the individual of the basis for such belief and provide an opportunity to explain the alleged failure to disclose. If, after hearing the response and making such further investigation as may be warranted in the circumstances, the independent board or committee determines that he or she has in fact knowingly failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action, including suspension or removal from his or her position with the Society.
Article VI. Compensation and Avoiding Excess Benefits
- Duty to Recuse for Compensation. An Interested Person who receives compensation, directly or indirectly, from the Society for services, is precluded from voting on matters pertaining to his/her compensation or any benefits provided by the Society to the individual.
Review of Compensation Arrangements. All compensation arrangements between the Club and an Interested Person shall be reviewed at least every other year by the Society to assure that compensation is reasonable and is the result of arm’s length bargaining. Decisions regarding compensation shall be made only after the Board or an appropriate independent committee examines relevant financial information regarding compensation received by similarly situated individuals for similar services performed. A copy of such relevant comparable financial information, including a description of how the data was obtained, shall be maintained as a part of the records of board or appropriate committee making such compensation decision.