BYLAWS

OF THE

IPERNITY MEMBERS ASSOCIATION

 

ARTICLE I — CONSTITUTION

 

The name of the organization shall be the Ipernity Members Association (IMA). It shall be a nonprofit organization established under the laws of France.

 

ARTICLE II — PURPOSE

 

Section 1 — Purpose: The purpose of the Ipernity Members Association is to provide, maintain, and manage a photo/video-sharing and blogging platform; and, to promote the website and its services by all possible means (advertising participation in trade shows, exhibitions, social media and other promotional endeavors).

 

Section 2 — Nature of the Purpose: The purpose shall be commercial in nature.

 

Section 3 — Fiscal Year: The Association’s fiscal year will be a calendar year (January 1-December 31).

 

ARTICLE III — HEADQUARTERS

 

Section 1 — Headquarters: The Association’s headquarters shall be Rue Marie Gausson, 94350 Villiers-Sur-Marne.

 

Section 2 — Change in Headquarters: The Association’s headquarters may be changed by a simple majority vote of the Governing Board.

 

ARTICLE IV — DURATION

 

The duration of the Association shall be unlimited.

 

ARTICLE V — MEMBERSHIP

 

Section 1 — Eligibility for membership: Voting membership shall be open to any person aged 16 or older. Membership is granted upon completion of the membership application and payment of annual dues.

 

Section 2 — Annual dues: The amount required for annual dues shall be set annually by the Governing Board and stated in Euros and the foreign exchange equivalent in Dollars and Pounds per year. The dues will remain fixed unless changed by a majority vote of the governing Board or a majority vote of members at an annual meeting.

 

Section 3 — Rights of members: Each member shall be eligible to cast a vote for the governing Board and to seek election to the governing Board. All members are entitled to the unrestricted use of the platform.

 

Section 4 —   Resignation and termination: Any member may resign by filing a written resignation with the secretary. If terminated, the membership ends with the calendar year and notice must be submitted by November 30.

 

Section 5 —   Non-voting membership: Any person with limited-duration trial accounts will be considered a non-voting member. Non-voting members may not seek election to the governing Board, cast votes for the governing Board, or participate in annual meetings. Non-voting members do not participate in the ordinary assembly (annual meeting).

 

ARTICLE VI — MEETINGS OF MEMBERS

 

Section 1 — Ordinary Assembly/Annual meetings: An annual meeting of the members shall take place in the month of March. The specific date, time and location of which will be designated by the chair. Given the global nature of the Association, members may participate by Skype or a similar online platform. At the annual meeting the members shall elect Board members and officers, receive reports on the activities of the Association, and determine the direction of the Association for the coming year. Majority member support relieves the Board of future membership claims arising from the decisions taken.

 

Section 2 — Extraordinary Assembly/Special meetings: Special meetings may be called by the chair, the Executive Committee, or a simple majority of the Board. A petition signed by five percent of voting members may also call a special meeting.

 

Section 3 — Notice of meetings: Notice of each meeting and the agenda for such meetings shall be provided to each voting member. Notice may be posted on the Association website and furnished by e-mail. Notice shall be given not less than 15 days prior to the meeting.

 

Section 4 — Agenda: Only items on the agenda can be considered at either the Ordinary Assembly or Extraordinary Assembly.

 

Section 5 — Quorum: The members present at any properly announced meeting shall constitute a quorum. Members shall be considered present if they are available in person and/or via Skype or a similar online platform.

 

Section 6 — Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.

 

Section 7 — Decisions: Decisions taken are binding on the Governing Board and all members.

 

ARTICLE VII — GOVERNING BOARD

 

Section 1 — Board role, size, and compensation: The Board is responsible for overall policy and direction of the Association. It may delegate responsibility for day-to-day operations to such staff or committees as may be needed. The Board shall be comprised of 9 members (four officers and an advisory council of 5). The Board shall receive no compensation. Board members may be reimbursed for authorized out-of-pocket expenses.

 

Section 2a — Terms: All Board members shall serve two-year terms.

 

Section 2b — First Terms: During the first term in office, the four most recently appointed Board members will serve a one-year term. This shall include at least one Officer of the Board. Doing so will allow for an overlap of Board terms so that all the Board seats do not fall vacant in the same year.

 

Section 3 — Meetings and notice: The Board shall meet at least one time per year to plan the annual meeting, at an agreed upon time and place or via Skype or similar online platform. An official Board meeting requires that each Board member have e-mailed notice and the meeting agenda at least two weeks in advance.

 

Section 4 — Board elections: Officers and other Board members shall be elected or re-elected by the voting members at the annual meeting by a simple majority vote.

 

Section 5 — Election procedures: A Board Nominations Committee shall be responsible for putting together a slate of prospective Board members. In addition, any voting member can nominate a candidate to the slate of nominees with e-mail notice to the Secretary.

 

Section 6 — Quorum: A quorum of five members of the Board, including the President or Vice President, is required for business transactions to take place and motions to pass. All motions shall pass by a simple majority vote. In the case of a tie, the President or, in the absence of the President, the Vice-President, shall break the tie.

 

Section 7 — Officers and Duties: There shall be four officers of the Board, consisting of the President (Chair), Vice President (Vice-Chair) Secretary, and Treasurer. Their duties are as follows:

 

The President (Chair) shall convene Board meetings, shall preside or arrange for other members of the Executive Committee (officers) to preside at each meeting.

 

The Vice President (Vice-Chair) shall preside over the Board meetings in the absence of the President, chair committees on special subjects as designated by the Board, and assist the President in his/her capacity. This position will be filled at the first annual meeting of the Association.

 

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.

 

The Treasurer shall make a report at each Board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

 

The Officers shall be elected to two-year terms. During the first-term in office, the Vice-President and Secretary shall be appointed for a one-year term. Doing so will allow for an overlap of the Officers’ terms so that all Officers’ seats do not fall vacant in the same year. The Officers are subject to the direction and control of the full Board.

 

Section 8 — Resignation, termination, and absences: Resignation from the Board must be in writing and received by the Secretary. A Board member shall be terminated from the Board due to excess absences i.e., more than two unexcused absences from Board meetings. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board.

 

Section 9 — Special meetings: Special meetings of the Board shall be called upon the request of the chair, or one-third of the Board. Notices of special meetings, along with the meeting agenda, shall be sent out by the secretary to each Board member at least two weeks in advance.

 

ARTICLE VIII — COMMITTEES

 

Section 1 — Committee formation: The Board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The Board chair appoints all committee chairs.

 

Section 2 — Executive Committee: The four officers serve as the members of the Executive Committee. The Executive Committee shall have all the powers and authority of the Board in the intervals between meetings of the Governing Board.

 

Section 3 — Finance Committee: The Treasurer is the chair of the Finance Committee, which shall include two other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget. The Board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Board. Annual reports are required to be submitted to the Board showing income, expenditures, pending income, assets, and liabilities. The financial records of the organization are public information and shall be made available to the membership, Board members, and the public.

 

ARTICLE IX — RESOURCES

 

The resources of the Association shall be comprised of annual dues, miscellaneous

              or incidental fees, contributions, event revenue, interest/investment income, subsidies from the State/departments/communes.

 

ARTICLE X — AMENDMENTS

 

Section 1 — Amendments: These bylaws may be amended when necessary by two-thirds majority of the Governing Board. Amendments must be ratified by a simple majority vote of members at the Annual Meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

 

ARTICLE XI —DISSOLUTION

 

Section 1 — Dissolution: Dissolution shall be decided by a two-thirds vote at the Annual Meeting. In the case of dissolution, all funds must be donated to a non-profit charitable institution. Any proposal to dissolve the Association must be communicated in the agenda provided prior to the Annual Meeting.

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CERTIFICATION

 

These bylaws were unanimously approved at a meeting of the founding members on 18 February 2017.