By-Laws

By-Laws of
Society of Camera Operators
a California Nonprofit Mutual Benefit Corporation
[Amended April 13, 2017]

 ARTICLE 1. NAME, ADDRESS, AND GOVERNING AUTHORITIES
SECTION 1. NAME AND PRINCIPAL ADDRESS

The name of the corporation is Society of Camera Operators (“SOC” or “Society”). The principal address of the corporation for the transaction of its business is located in Los Angeles County, California.

SECTION 2. GOVERNING AUTHORITIES

SOC is a tax-exempt organization under Section 501(c)(6) of the Internal Revenue Code, is incorporated in California, and is governed by the California Nonprofit Mutual Benefit Corporation Law.

 ARTICLE 2. ORGANIZATIONAL PURPOSE
SECTION 1. MISSION AND PURPOSE

The Society’s primary mission and purpose of this corporation shall be to advance the art, craft, and creative contributions of the camera operator, while elevating the honor and distinction of the craft. The Society is an internationally recognized professional honorary society.

The Society will provide for and encourage activities to further its mission and purpose and the art and craft of the camera operator, including but not limited to workshops, lectures, classes, conferences, gatherings, lifetime-achievement awards, publishing the Society’s magazine Camera Operator, exhibitions, and any charity chosen for support by the Society (currently The Vision Center at Children’s Hospital Los Angeles).

The Society serves its membership through the corporation’s commitment to advancing the role of the camera operator by providing education, supporting the development of technology and production methods, and honoring the members who have served before us.

SECTION 2: SCOPE OF AUTHORITY

The corporation has full authority to pursue its mission and purpose and all activities and operations that the Board in its absolute and sole discretion deems related, necessary, or incidental thereto. Except as expressly authorized by law, no person shall have standing or any other legal right to challenge the authority of the corporation to undertake any activities or operations that the Board in its absolute and sole discretion deems appropriate. Such authority of the corporation and discretion of the Board shall be liberally construed.

SECTION 3: GOVERNANCE STRUCTURE

The Society’s functions are carried out through a Board of Directors, which shall be officially known as the Board of Governors (“Board”),[1] Active Members, and such Committees, Subcommittees and Working Groups as may be established and authorized by the Board in accordance with the procedures set forth in these Bylaws. The Board may from time to time supplement the provisions of these Bylaws by resolution and/or by the adoption (and from time to time the amendment) of a Policies and Procedures Manual (“PPM”) specifying the provisions and procedures applicable to specific areas of the Society’s activities. Such additional provisions shall not be inconsistent with these Bylaws.

 ARTICLE 3. MEMBERSHIP
SECTION 1. MEMBERSHIP CATEGORIES

Provisions for membership applications and dues are established by the Society’s Board, as may be set forth in applicable sections of the PPM or otherwise established by the Board. Applicable membership not set forth in these Bylaws shall be available to, and the requirements for such membership shall be binding upon, all members as a condition of membership.

SOC has the following membership categories.

  1. Active Members. Active Members are individuals engaged in camera operating who meet the following criteria:
    • Able to demonstrate significant accomplishment as a camera operator with noteworthy credits in the member’s area of concentration.
    • Able to provide credits demonstrating the member’s experience as a camera operator for a period of five years or more.
    • Being a camera operator must be a significant part of the member’s primary professional effort.
    • Be sponsored for membership by an Active Member, Retired Member, or Founding Member who is in good standing.
  2. Associate Members. Associate Members are individuals with designations and privileges that may be further described in applicable sections of the PPM or as otherwise established by the Board. Associate members shall have no right to vote on any matter of the Society’s affairs unless expressly authorized to do so by the Board. Associate members are comprised of professionals in the industry that would not be classified as Active.
  3. Retired Members. Retired Members are individuals with designation and privileges that may be further described in the application section of the PPM or as otherwise established by the Board.
  4. Honorary Member. Honorary Members are either Active Members who are retired or industry leaders, who the Board determines have contributed to the advancement of the art and craft of camera operating and have earned the assignment of Honorary Member.
  5. Founding Members. Founding Members are individuals with designation and privileges that may be further described in the application section of the PPM or as otherwise established by the Board.
  6. Educator Members. Educator Members are individuals with designations and privileges that may be further described in applicable sections of the PPM or as otherwise established by the Board. Educator members shall have no right to vote on any matter of the Society’s affairs unless expressly authorized to do so by the Board.
  7. Student Associate Members. Student Associate Members are individuals with designations and privileges that may be further described in applicable sections of the PPM or as otherwise established by the Board. Student members shall have no right to vote on any matter of the Society’s affairs unless expressly authorized to do so by the Board.
  8. Corporate Members. Corporate Members are individuals with designations and privileges that may be further described in applicable sections of the PPM or as otherwise established by the Board. Corporate members shall have no right to vote on any matter of the Society’s affairs unless expressly authorized to do so by the Board.

SECTION 2. VOTING RIGHTS AND MINIMUM REQUIREMENTS

Except to the extent the Board expressly authorizes other members to vote, only Active Members, Retired Members, and Founding Members shall have the right to vote on any matter of the Society’s affairs.

To qualify for and maintain membership in the corporation, each person must pay the annual dues and assessments set by the Board, participate on a regular basis in the activities of the corporation, and have otherwise fully complied with all rules, regulations, and policies that govern the corporation, including but not limited to policies and procedures adopted by the Board in the PPM.

SECTION 3. REMOVAL, RESIGNATION, TERMINATION, OR SUSPENSION OF MEMBERS

Resignation from membership shall be effective upon the Society’s receipt of a member’s notice of resignation. Membership shall be suspended or terminated if a member does not pay all required membership dues in full by the due date established by the Board. In addition, the Board may, by the affirmative vote of a simple majority of a quorum of the Board, terminate a member’s membership or suspend a member for one or more material violations of any provision of the Bylaws, the PPM, or any applicable provisions of any governing legal authorities. Termination of membership shall not extinguish such member’s financial obligations to the corporation (if any) prior to termination. The Board shall have the absolute and sole discretion to determine whether to terminate membership or suspend a member. Except as expressly provided elsewhere in these Bylaws, the Board shall not be required to provide notice to any membership prior to termination or suspension.

SECTION 4. PLACE OF MEETINGS

Notwithstanding anything to the contrary in these Bylaws, any meeting of the corporation’s members (whether regular, special, or adjourned) may be held at any place within or without California that has been designated by the Board.

SECTION 5. REGULAR ANNUAL MEMBERSHIP MEETINGS

The primary annual meeting of the members shall be held each year between August and October at a location, on a date, and at a time designated by the Board. At the primary annual meeting, the members shall consider reports of the affairs of the corporation and transact any other business as may properly be brought up at the meeting, including but not limited to, the election of Directors of the corporation to serve for the ensuing year and until their successors are elected and qualified.

The Board may also convene a supplemental annual meeting of the members each year at a location, on a date, and at a time designated by the Board. At the supplemental annual meeting, the members shall consider reports of the affairs of the corporation and transact any other business as may properly be brought up at the meeting.

Written notice of any regular membership meeting shall be given to the members at least 30 days prior to the meeting. The notice shall specify the date, time, and location of the meeting and provide a general description of the business to be conducted at the meeting.

SECTION 6: SPECIAL MEETINGS

 Special meetings of the members may be called at any time by order of the Chair of the Board, the President, any Vice-President, the Secretary, or the Treasurer, or of two or more members or of the Board or two or more officers.

Written notice of any special membership meeting shall be given to the members at least 30 days prior to the meeting. The notice shall specify the date, time, and location of the meeting and provide a general description of the business to be conducted at the meeting.

SECTION 7: QUORUM

At all meetings of the members, whether regular, special or adjourned, the presence in person or by proxy (and if by proxy then delivered by an Active Member) of at least a one-third (1/3) of the combined number of Active, Founding, and Retired members in good standing as of the date of the meeting shall constitute a quorum of the members for the transaction of business by the members.

SECTION 8: ADJOURNMENTS

Any business that might be done at a regular meeting of the members may be done at a special or at an adjourned meeting. If no quorum be present at any meeting of the members, the meeting may be adjourned by those present from day to day or from time to time until a quorum is obtained. In that case, no notice need be given of the adjourned meeting.

SECTION 9: WAIVER AND CONSENT

The transaction of any meeting of members, however called or noticed, shall be as valid as though conducted at a meeting duly held after regular call and notice if (i) a quorum be present; and (ii) either before or after the meeting, each of the members not present in person signs a written waiver of notice or a consent to the holding of the meeting or signs an approval of the minutes of the meeting.

Any action that may be taken at a meeting of the members may be taken without a meeting if authorized by a writing (i) signed by all the members who would be entitled to vote at a meeting for that purpose and (ii) filed with the Secretary of the corporation.

SECTION 10. ACTION WITHOUT MEETING/BALLOTS

(a) Any action required or permitted to be taken at any regular or special meeting of members may be taken without a meeting if (i) the written ballot of every member is solicited, (ii) the required number of signed approvals in writing, setting forth the actions so taken, is received; and (iii) the requirements of subdivision (c) are satisfied.

(b) All solicitations of ballots shall indicate the time by which the ballot must be returned to be counted.

(c) Approval by written ballot pursuant to this section shall be valid only when (ii) the number of ballots cast on or before the time the ballot must be returned to be counted equals or exceeds the quorum required to be present at a meeting authorizing the action; and (ii) the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of ballots cast.

SECTION 11. ABSENTEE BALLOTS

Absentee ballots specifically setting forth the resolution to be voted on may be prepared for any regular or special meeting of members. These ballots may be used by voting members in good standing who are unable to attend and who, a reasonable period of time prior to the meeting, deliver to the corporation a written request to vote by absentee ballot.

SECTION 12. VOTING RIGHTS

Only Active Members, Founding Members and Retired Members, in good standing, may vote during meetings of the General Membership. All other categories of membership may voice opinions (in accordance with procedures established by the meeting’s chair) but shall have no right to vote on issues before the assembled membership. Every member entitled to vote at any meeting on any matter shall be entitled to only one vote.

SECTION 13. PROXIES

Every Active member entitled to vote or execute consents may do so either in person or authorized by a written proxy executed by the member or the member’s duly authorized agent and filed with the Secretary of the corporation. The written authorization shall be on the form provided by the Society for proxy authorizations and shall be signed by the member’s hand or by the member through electronic means.

SECTION 14. ELECTRONIC VOTING PROCEDURES

In lieu of or in addition to the voting procedures prescribed above, the corporation may conduct any vote of the membership electronically (e.g.., via e-mail or through Internet-based voting or polling procedures). The PPM adopted by the Board shall include policies and procedures for electronic voting by members. Any such policies and procedures shall ensure, at a minimum, that the prior notice of the subject matter given to members and the accuracy of the tabulation of their votes is reasonably comparable to, if not better than, the notice and accuracy provided through non-electronic voting means.

ARTICLE 4. BOARD OF GOVERNORS
SECTION 1. NUMBER AND MEMBER CATEGORY

The corporation shall have at least eleven and no more than fifteen directors, and collectively they shall be known as the Board of Directors or Board of Governors. The number may be reviewed and changed by amendment of the PPM, or by repeal of this Bylaw and adoption of a new Bylaw, in accordance with these Bylaws. The Board of Directors are active members in good standing that have not been suspended or expelled from the Society or the Board of Directors in the last five years.

SECTION 2. POWERS

Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law and any limitations in the Articles of Incorporation of this corporation (also identified herein as “the Articles”) and Bylaws, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3. POWERS AND DUTIES

In addition to the powers and duties specified elsewhere in these Bylaws, the Board shall have the power and the duty to:

Perform any and all duties imposed on them collectively or individually by law, the Articles of Incorporation of this corporation, or these Bylaws;

Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;

Supervise all officers, agents, and employees of the corporation in order to assure that their duties are performed properly;

Meet at such times and places as required by these Bylaws; and

Register their addresses with the Secretary of the corporation for purposes of receiving notices.

As individual members of the Board, to meet certain standards of conduct and attention in carrying out their responsibilities to the Society. These standards are the fiduciary obligations of care, loyalty and obedience. In addition, the Board shall operate consistent with the policies and practices and other requirements set forth in the PPM or as otherwise established by the Board.

SECTION 4. TERMS OF OFFICE

Each Director including the President shall hold his or her seat on the Board for a period of two (2) consecutive years.

SECTION 5. REGULAR AND ANNUAL MEETINGS

There shall be an annual meeting of the membership at the time and place designated by the SOC Board. However, should the Board determine that holding the annual meeting is not in the best interests of the Society, then it will be rescheduled as soon as reasonably practicable.

Calling and Notice of the Annual Meeting (s) and Regular Meetings. Notice of any regular meeting of the Members, including the annual meeting, shall be given personally or delivered to each Active Member by mail or overnight courier, or e-mail, not fewer than thirty (30) and not greater than ninety (90) days before the date set for such meeting, except as otherwise provided by the Act, or established by the Board and published to the Membership, and must include the time, date and place of such meeting.

SECTION 6. SPECIAL MEETINGS

Special meetings of the Active Membership may be called upon not fewer than twenty (20) and not greater than ninety (90) days written notice, which shall state the purpose for such meeting. Special meetings may be called by request of the President, Vice Presidents, Secretary/Treasurer, one third of the Board of Governors membership, or upon written and signed petition of one-twentieth of the Active Members. Written petitions may be submitted by mail, or electronic transmission, including e-mail, to the appropriate SOC contact (“SOC Contact”) as specified in the Operations Manual or otherwise established by the Board.

SECTION 7. NOTICE OF MEETINGS

Regular meetings of the Board may be held without notice. Special meetings of the Board shall be held upon four (4) days notice if in writing or forty-eight (48) hours notice delivered personally or by telephone or electronically. Such notices shall be addressed to each Director at his or her address as shown on the books of the corporation. If a meeting is adjourned without all business having been concluded, notice of the time and place of a follow-up meeting need not be given to any absent Directors if (1) the time and place of the adjourned meeting are fixed at the adjourned meeting and (2) the adjourned meeting is held no more than twenty-four (24) hours after the start time of the adjourned meeting. Notice shall be given in all other cases.

SECTION 8. WAIVER OF NOTICE AND CONSENT
TO HOLDING MEETINGS

The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided that a quorum (defined below) is present and that either before or after the meeting each Director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Furthermore, any decision of the Board may be made serially and collectively by electronic mail (e-mail), telephone, or other electronic means and need not be made in person. All such decisions shall be as valid as if made at a duly noticed regular or special meeting of the Board except when otherwise required by law, the Articles of Incorporation, or these Bylaws.

SECTION 9. QUORUM FOR MEETINGS

A quorum shall consist of 50% of the members of the Board, and at least one of the Directors comprising the quorum must also be an Officer of the Society.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 10 of this Article.

The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

SECTION 10. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a simple majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation of this corporation, these Bylaws, or provisions of the California Nonprofit Mutual Benefit Corporation Law require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION 11. CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the President or, if such person is absent or has not been designated, by the President of the corporation or, if such person is absent or has not been designated, by the First Vice-President of the corporation or, if such person is absent or has not been designated, by a member of the Board present at the meeting and chosen by the President. The Secretary of the corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Roberts’ Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION 12. ELECTRONIC MEETING PARTICIPATION

Any member of the Board may participate in the meeting by teleconference, video conference, or other electronic means by which all persons participating in the meeting are able to communicate with one another and otherwise fully participate in the meeting.

SECTION 13. VACANCIES & REMOVAL

Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, and (2) whenever the number of authorized Directors is increased.

An individual Board member may be removed, with or without cause, by a two-thirds vote of the total membership or ten (10) percent of the Society’s Active Members or by a simple-majority vote of a quorum of the Board. Such removal may be requested by a written petition of the ten (10) percent of the Society’s Active Members or by a simple-majority vote of a quorum of the Board, with members names and signatures attached to the petition.

The Board may declare vacant the seat of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or found by a final order or judgment of any court to have breached any duty under Section 7238 of the California Nonprofit Mutual Benefit Corporation Law. In addition, any Director may be removed without cause by a three-fourths majority of the remaining Directors then on the Board or by a majority of the members.

Any Director may resign by giving written notice to the Chair of the Board, the President, the Secretary, or the Board of Directors, and such notice shall take effect at that time unless it specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies on the Board may be filled by an appointment of the President, approved by the Board or, if the number of Directors then on the Board is less than a quorum, by (1) the unanimous written consent of the Directors then on the Board, (2) the affirmative vote of a majority of the Directors then on the Board at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining Director.

A person approved to fill a vacancy as provided by this Section shall hold the vacant seat until the next annual election of the Board of Directors or until his or her death, resignation, or removal from the Board if the remaining term of the vacant seat on the Board is less than one year; and until the second annual election of the Board after approval of the vacancy if the term of the vacant seat is at least one year. The goal of the provisions of this paragraph are to maintain the staggering of terms for seats on the Board.

The Board’s attendance policies and requirements are outlined in the PPM. If a Board member does not comply with the attendance requirements set forth in the PPM, they may be subject to removal from the Board.

SECTION 14. NON-LIABILITY OF BOARD

The members of the Board shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 15. INDEMNIFICATION BY CORPORATION
OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

To the extent that a person who is or was a Director, officer, employee or other agent of this corporation is required to defend or has been successful in defense of any civil, criminal, administrative or investigative proceeding brought to enforce a claim or procure a judgment or other court order against such person by reason of the fact that he or she is or was an agent of the corporation, or has been successful in defense of any claim, issue or matter therein, such person shall be defended and indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment or other court order against him or her, then indemnification against expenses, judgments, fines, settlements, and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by and consistent with, and in accordance with the requirements of, Section 7238 of the California Nonprofit Mutual Benefit Corporation Law (including but not limited to its incorporation of Section 5233 of the California Corporations Code).

However, no person shall be entitled to defense or indemnification arising in connection with an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of any duty relating to assets held in charitable trust.

SECTION 16. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee, or other agent of the corporation) against any liability other than for violating Section 7238 of the California Nonprofit Mutual Benefit Corporation Law (including but not limited to its incorporation of Section 5233 of the California Corporations Code) asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 7238.

SECTION 17. INSURANCE FOR CORPORATE AGENTS

Sections 19 and 20 of this Article do not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee-benefit plan in that person’s capacity as such, even though the person may also be a Director, officer, employee, or other agent of the corporation. The corporation shall have power to indemnify the trustee, investment manager, or other fiduciary to the extent permitted by California Corporations Code Section 207(f).

SECTION 18. ENACTMENT OF POLICIES AND PROCEDURES

Through the PPM, the Board shall enact those policies and procedures that it deems necessary or appropriate for the day-to-day operations of the corporation and for any special events conducted by the corporation.

ARTICLE 5. OFFICERS
SECTION 1. NUMBER OF OFFICERS

This corporation shall have a President, First Vice-President, Second Vice-President, a Secretary, a Treasurer, and a Sergeant-at-Arms as its officers, and a Chair of the Board of Directors, as determined by the Board. In addition, it may have one Vice-President and any number of Assistant Secretaries, Treasurers, or other officers that the Board deems appropriate. The Chair shall be the President unless another person is appointed to serve as President, and the Treasurer shall be the chief financial officer unless another person is appointed to that office.

SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE

Any person may serve as officer of this corporation. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor is elected and qualified, whichever occurs first.

SECTION 3. REMOVAL AND RESIGNATION 

Any officer may be removed, with or without cause, by a two-thirds vote of the total membership, ten (10) percent of the Society’s Active Members or by a simple-majority vote of a quorum of the Board. Such removal may be requested by a written petition of the two-thirds vote of the total membership or ten (10) percent of the Society’s Active Members or by a simple-majority vote of a quorum of the Board, with members names and signatures attached to the petition.

Any officer may resign at any time by giving written notice to the Board or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 4. VACANCIES

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office other than that of President, such vacancy may be filled by appointment by the President and approved by the board. If position of President is vacant, the First Vice-President will serve as President, the Second Vice President will serve as the First Vice-President, and the Secretary will serve as the Second Vice-President.

SECTION 5. DUTIES OF PRESIDENT

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the corporation’s affairs and the officers’ activities. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, the Articles of Incorporation of this corporation, or these Bylaws, or which may be prescribed from time to time by the Board. He or she shall not be a member of the Board (e.g., ex officio) unless he or she has been independently elected or appointed to the Board. Except as otherwise expressly provided by law, the Articles, or these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Board. The president can appoint an executive committee to assist with the day to day operations and last minute decisions.

SECTION 6. DUTIES OF VICE-PRESIDENTS

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice-President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall have other powers and perform such other duties as may be prescribed by law, the Articles of Incorporation of this corporation, or these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 7. DUTIES OF SECRETARY

The Secretary shall:

Certify and keep current at the principal office of the corporation the original or a copy of these Bylaws as amended or otherwise altered from time to time;

Keep at the principal office of the corporation or at such other place as the Board of Directors may determine a book of minutes of all meetings of the Directors and, if applicable, meetings of committees of Directors, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;

See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or these Bylaws;

Upon request exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, these Bylaws and the minutes of the proceedings of the Directors of the corporation; and

In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, the Articles of Incorporation of this corporation, or these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors. 

SECTION 8. DUTIES OF TREASURER

Subject to the other provisions of these Bylaws, the Treasurer shall:

Have charge and custody of and be responsible for all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;

Receive and give receipts for monies due and payable to the corporation from any source whatsoever;

Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements;

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses;

Upon request exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney;

Upon request render to the President and Directors an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation;

Prepare or cause to be prepared and certify or cause to be certified the financial statements to be included in any required reports; and

In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, the Articles of Incorporation of the corporation, or these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION 9. SERGEANT – AT – ARMS

It shall be the duty of the Sergeant-at-Arms to maintain order and decorum at all meetings of the General Membership and Board of Governors. Among other duties, the Sergeant- at- Arms shall: insure that all in attendance are members in good standing or invited guests, and that all who invite are Active and Retired Active Members; and act as Parliamentarian, versed in the application of the latest edition of Robert’s Rules of Order.

SECTION 10. COMPENSATION

No officer may be compensated for his or her service as such.

ARTICLE 6. 
COMMITTEES AND DELEGATION OF AUTHORITY
SECTION 1. EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of Directors, designate two (2) or more of its board members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate thereto any of the powers and authority of the Board in the management of the business and affairs of the corporation, except with respect to one or more of the following:

(a)        The filling of vacancies on the Board or on any committee which has the authority of the Board.

(b)       The fixing of compensation of the Directors for serving on the Board or on any committee.

(c)        The amendment or repeal of Bylaws or the adoption of new Bylaws.

(d)       The amendment or repeal or any resolution of the Board which by its express terms is not so amendable or repealable.

(e)        The appointment of committees of the Board or the members thereof.

(f)        The expenditure of corporate funds to support a nominee for Director after there are more people nominated for Director than can be elected.

(g)        The approval of any transaction to which this corporation is a party and in which one or more of the Directors has a material financial interest.

By a majority vote of its members then in office, the Board may at any time revoke or modify any or all of the authority so delegated to the Committee, increase or decrease (to no less than two (2)) the number of its members, and fill vacancies therein from the members of the Board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

SECTION 2. OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the Board. These additional committees shall act in an advisory capacity. Committee chairs must be Active or Retired member in good standing.

ARTICLE 7.
 EXECUTION OF INSTRUMENTS
SECTION 1. EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any promissory note or other evidence of indebtedness, contract, or other instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. In the absence of such authorization, all such instruments shall be signed by both (i) the Chair of the Board, the President, or any Vice-President and (ii) the Secretary, the Treasurer, or any Assistant Secretary or Assistant Treasurer.

ARTICLE 8
. CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office in the State of California or, if there is no such office in California, at its principal office in another state:

Minutes of all meetings of Directors and committees of the Board indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;

Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and

A copy of the Articles of Incorporation of this corporation and of these Bylaws as amended to date, at all reasonable times during office hours.

SECTION 2. CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3. INSPECTION RIGHTS

Every member in good standing shall have the absolute right at any reasonable time, with a minimum of 30 days prior written notice, inspect all books, records and documents of every kind and to inspect the physical properties of the corporation. All expenses incurred by the Society in connection with such request (e.g., contractor or staff time, copying charges, etc.) shall be paid by the member or Director making the request within 30 days after the inspection by an invoice sent by the Society. The failure to pay the invoice within the prescribed period may be grounds for the member’s termination or suspension, or for removal from office or from the Board.

SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person, or by agent or attorney, and the right to inspection includes the right to copy and make extracts. The President or the Board may require any member who desires to exercise the right of inspection to sign a confidentiality agreement prior to the inspection. The violation of the confidentiality agreement may be grounds for the member’s termination or suspension, or for removal from office or from the Board.

SECTION 5. MANNER FOR GIVING NOTICE

Except to the extent otherwise required by law, any written notice given pursuant to these Bylaws may be given by personal delivery, by first-class mail, certifies mail, or by e-mail at the discretion of the board. Notice shall be deemed to have been given at the time of delivery, in the case of personal delivery; and at the time of deposit in the outgoing mail, in the case of first-class mail; and at the time of sending, in the case of e-mail.

ARTICLE 9. BUDGET
SECTION 1. ADOPTION OF ANNUAL BUDGET

No later than sixty days after the beginning of each fiscal year, the Board of Directors shall adopt an annual budget for the fiscal year. The annual budget shall identify any and all anticipated revenues and other receipts of the corporation, and identify and establish limits on any and all anticipated expenses and other expenditures of the corporation, for the fiscal year.

SECTION 2. PERSONAL LIABILITY FOR EXCEEDING BUDGET

The other provisions of these Bylaws notwithstanding, each and every director, officer, employee, or other agent of the corporation who enters into any contract or incurs any other debt on behalf of the corporation in an amount that exceeds the amount authorized for the contract or debt in the corporation’s most recent approved annual budget or amendment to the budget shall be jointly and severely liable to the corporation for full reimbursement of the excess. However, this duty to reimburse the corporation shall not apply if the budget is subsequently amended to allow for the excess or if the Board or Executive Committee otherwise ratifies the excessive contract or debt.

ARTICLE 10.
 AMENDMENT OF ARTICLES AND BYLAWS
SECTION 1. AMENDMENT OF ARTICLES

Any amendment of the Articles of Incorporation of this corporation may be adopted by approval of a simple majority vote of the Society’s Active members having the right to vote under these Bylaws, or as otherwise prescribed by law.

SECTION 2. AMENDMENT OF BYLAWS

Subject to any provision of law applicable to the amendment of Bylaws of mutual-benefit nonprofit corporations, these Bylaws, or any portion thereof, may be altered, amended, or repealed and new Bylaws or any portion thereof may be adopted by approval of a majority vote of the Society’s members having the right to vote under these Bylaws, or as otherwise prescribed by law.

ARTICLE 11.
 PROHIBITION AGAINST SHARING CORPORATE PROCEEDS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPORATE
PROCEEDS AND ASSETS 

No Director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net proceeds or pecuniary profit (if any) from the operations of the corporation. This prohibition shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by the Board. No such person(s) shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation.

* * *

SECRETARY’S CERTIFICATE

This is to certify that the foregoing is a true and correct copy of the Bylaws of Society of Camera Operators and that the Bylaws were amended and duly adopted by the Board of Directors of the corporation on the date set forth above on the first page above.

Date: April 13, 2017.

Susan Campbell, SOC – Secretary

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[1] Members of the Board shall be known as Directors or Governors in this Bylaws, as the context may suggest.