Amended through January 2010
I: NAME, LOGO, AND PRINCIPAL OFFICE
Section 1. Name.
The Name of the Corporation shall be the Management Association for Private
Photogrammetric Surveyors and the logo shall be MAPPS. This organization will
hereafter be referred to as the Corporation in this document.
Section 2. Principal Office.
The principal office of the corporation
shall be as designated by the Board of Directors from time to time.
Section 1. Regular Member Firm. Any firm having office(s) located in the United States of
America and is engaged in the geospatial profession may become a regular member
by making written application to the President accompanied by payment of one
year's dues. "Engaged in the geospatial profession" means any
private, for-profit organization where one of its purposes is the creation,
collection, dissemination and application of geo-referenced graphical or
digital data to depict natural or manmade physical features, phenomena, or
boundaries of the earth, geospatial intelligence, and any information related
thereto, including any such data that comprises a survey, map, chart,
geographic information system, remotely sensed satellite or aerial image or
Section 2. Associate Member Firm.
Any firm engaged in the manufacturing
and/or supplying of geospatial equipment, services, supplies, hardware or
software, that supports but is not engaged in the geospatial profession, any
firm not engaged in but with an interest in the geospatial field, and any firm
meeting the definition of "Engaged in the geospatial profession"
whose office(s) is located outside of the United States of America may become
an associate member by making written application to the President accompanied
by payment of one year's dues.
Section 3. Sustaining Member.
Any regular member firm paying the
additional sustaining member dues may become a sustaining member. Sustaining
members shall be recognized as such and will have the same rights and
privileges as regular members. Any associate member firm paying the additional
sustaining member dues may become a sustaining member. An associate sustaining
member shall be recognized as such but shall have no additional voting or
office holding rights or privileges.
Section 4. Independent Consultant Member.
Any individual who would not
otherwise qualify for membership under sections 1, 2, or 6, is not affiliated
with any firm that would qualify for membership under sections 1 or 2, has no
employees, is engaged in consulting in or to the geospatial profession, and
provides a consulting service of interest to the geospatial profession may become
an independent consultant member by making written application to the President
accompanied by payment of one year's
Section 5. Honorary Life Members.
Any person or firm so designated by
the Board of Directors. Honorary members will have the same rights and
privileges as Regular Members, except the right to serve on the Board of
Directors, and dues will be paid for Honorary Members for life. At no time will
there be more than five living Honorary Members in the corporation.
Section 6. Emeritus Member.
Any individual who has been an officer of a
firm which has been an regular, associate or sustaining member firm for at
least the preceding five consecutive years, who has reached the age of 60
years, who has retired from such firm and is no longer engaged in a full time
practice in the geospatial profession may become an Emeritus Member by making
written application to the President accompanied by payment of one year's dues.
Emeritus Members will have the same rights and privileges as Regular Members,
except the right to serve on the Board of Directors.
Section 7. Membership Authority.
The Board of Directors will have the
authority to determine membership qualifications and classify or re-classify
Section 8. Voting.
Each regular member firm shall have one vote, but may
have multiple representatives.
Section 9. Voluntary Withdrawal.
Any member may withdraw from membership
by giving written notice of withdrawal to the President, provided that member
has paid all dues and assessments due the corporation through the end of the
fiscal year in which such notice is given. All rights, privileges and interests
of a member in and of the corporation shall cease on the termination of
membership under any provision of these bylaws.
Section 10. Suspension and Expulsion.
For cause any member may be
expelled from membership, or suspended from membership for such period as the
Board of Directors shall determine. Sufficient cause for suspension or
expulsion shall be: Violation of the bylaws or any lawful rule or practice
adopted by the corporation; violation of MAPPS Code of Ethics; or by any other
conduct prejudicial to the interest of the corporation. Suspension or expulsion
shall be by the affirmative vote of two-thirds of all the Directors of the
corporation. A statement of the grounds for suspension or expulsion,
accompanied by notice of the time and place of a hearing by the Board of
Directors thereon, shall be mailed to the member by registered or certified
mail not less than fifteen days before such hearing. At such hearing, the
member shall have the right to appear in person or by representative, and to
present any matter relevant to the proposed suspension or expulsion.
Section 11. Division of Members.
There shall be established certain
standing committees of the members for the more effective advancement of the
corporation's interests and shall consist of such committees as the Board of
Directors may from time to time deem necessary. The President shall name the
chairman and the members of each such committee to serve at the pleasure of the
Section 1. Annual Dues.
The Board of Directors will set the amount of annual dues for all classes of
Section 2. How Payable.
Annual dues of regular, independent consultant,
associate and emeritus members shall be due and payable by each member on or
before December 31 or the date of the anniversary of the membership, whichever
is the earlier, for the following year's dues. Sustaining member dues shall be
paid in conjunction with regular or associate member dues.
IV: MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of members shall be held each year at
such time and place as the Board of Directors may by resolution determine, for
the election of Directors and for the transaction of such other business as may
properly be brought before the meeting. Notice of such meeting shall be mailed
to each member at least thirty, but no more than sixty, days before the date of
Special Meetings. Special meetings of the members may be
called by the President, the Board of Directors, or the written request of a
majority of the members. Notice of any special meeting shall be mailed to each
member at least fifteen but not more than thirty days before the date of such
meeting, stating the time and place of such meeting and the purposes for which
it is called.
Section 3. Quorum.
Twenty-five percent of the members shall constitute a
quorum at any meeting of members. Five members of the Board will constitute a quorum
for a meeting of the Board of Directors. If a quorum is not present at any
meeting, the presiding officer may adjourn the meeting from time to time until
a quorum is present. The act of a majority of the members present at any duly
called meeting at which a quorum is present shall be the act of the
Organization. Meetings of members shall be presided over by
the President, or if the President is not present, by the President Elect, or
if neither is present, by a Chairman to be chosen by the meeting. The Secretary
shall act as secretary of every meeting, but if the Secretary is not present,
the meeting may choose any person present to act as secretary of the meeting.
At the annual meeting of members, the order of business (unless altered or
suspended by vote of the meeting) shall be:
- Call to order.
- Reading of the minutes of previous annual meeting.
- Reports of officers.
- Reports of committees.
- Election of Directors.
- Other business.
When not in conflict with these bylaws, "Robert's Rules
of Order" shall govern all deliberations.
Section 1. Powers, Number and Term. The property, affairs and business of the corporation shall
be managed by its Board of Directors consisting of nine persons. Directors
shall be elected by the members to serve two-year staggered terms, the number
of Directors being elected at each annual meeting as determined by the number
of Directors whose terms expire at each annual meeting. The President shall be
the ninth Director and shall, therefore, serve four years on the Board, two as
elected by the members and two as President. Elected Directors shall serve for
two years or until their successors shall be elected and qualify. Only regular
members may serve on the Board of Directors. If a Director should leave office
during a Director's term, the vacancy shall be filled in accordance with
Section 3 of this Article. If a vacancy should occur in the position of an
officer, a successor shall be elected by the Board in accordance with Section 1
of Article VI.
Section 2. Absence from Meetings.
A Director, unable to attend a meeting
of Directors shall, in a letter addressed to the President, state the reason
for the Director's absence. If a Director is absent from more than one meeting
for reasons which the Board deems are insufficient, the Director's resignation
shall be deemed to have been tendered and accepted.
Section 3. Vacancies.
Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining Directors,
though less than a quorum. A Director so chosen to fill a vacancy in the Board
shall serve until the next regularly scheduled election of Directors.
Section 4. Meetings.
The Board of Directors shall have a regular meeting
immediately after the annual meeting of members, at which meeting officers
shall be elected. The Board shall have such regular meetings (at least three
meetings each year), as may from time to time be fixed by resolution of the
Board, at such place as the Board may designate. Such meetings shall be held
upon call of the President, or upon demand of a majority of all the Directors.
Notice of all meetings of the Directors shall be sent to each Director at least
five days before the date of such meeting. The act of a majority of the
Directors at a duly called meeting at which a quorum is present shall be the
act of the Board. The President, or if the President is not available, the
President-Elect, may call an emergency telephone meeting without notice.
VI: OFFICERS, EXECUTIVE DIRECTOR AND STAFF
Section 1. Executive Officers. The Executive officers of the corporation shall be a
President, a President Elect, a Treasurer and a Secretary. The President shall
be the immediate past President elect and shall serve as President for two
years. The remaining Executive officers shall be elected by the Board of
Directors at its first meeting following the annual meeting of members or at
such time when an Executive office becomes vacant. The President Elect shall
hold that office for two years and shall automatically succeed to the President
after two years,, or sooner if the office of President becomes vacant. If the
office of President becomes vacant, the President elect shall become President
to fill out the vacant term or President and shall then remain President for
two more years. The Board shall elect a new President elect to fill the term of
the previous President elect and serve in that office until the office of
President becomes vacant. If the office of President Elect becomes vacant, the
Board shall elect a new President Elect to fill out the term of the Previous
President Elect and to serve in that office until the office of President
Other vacancies created on the Board of Directors shall be filled according to
Article V, Section 3.
The term of office for the Secretary and Treasurer shall be one year and they
may succeed themselves once in that office. No one person may hold more than
one office at one time.
Section 2. President.
The President shall be a Director of the
corporation and, subject to the Board of Directors, shall have general charge
of the affairs of the corporation, with such powers as may reasonably be
incident to the President's responsibilities. The President shall, when
present, preside at all meetings of the members and the directors. The
President shall have authority to sign and execute in the name of the
corporation all authorized deeds, mortgages, bonds, contracts and other
Section 3. President Elect.
The President Elect shall have such powers
and duties as shall be assigned by the President or the Board of Directors, and
shall exercise the powers of the President during that officer's absence or
inability to act. The President Elect shall be responsible for maintaining the
terms of Directors and Officers in order to comply with these bylaws.
Section 4. Treasurer.
The Treasurer shall be responsible for custody of
all funds and securities of the corporation and will perform such duties as
assigned by the Board of Directors. The Treasurer shall perform all acts
usually incident to the office of Treasurer, subject to the control of the
Board of Directors. The Treasurer shall give such bond for the faithful
discharge of the Treasurer's duties as the Board of Directors may require.
Section 5. Executive Director and Staff.
The Board of Directors may hire
or appoint an Executive Director and other Staff as it deems necessary in order
to conduct the affairs of the corporation. The duties of the Executive Director
and any other Staff will be as assigned by the Board of Directors.
Section 6. Secretary.
The Secretary shall be responsible for keeping the
minutes of the meetings of members and of the Board of Directors, in books
provided for the purpose. The Secretary shall see that all notices are duly
given in accordance with law and the provisions of these bylaws. The Secretary
shall be the custodian of the records and of the seal of the corporation. The
Secretary shall see that the corporate seal is affixed to all documents, the execution
of which on behalf of the corporation is duly authorized, and when so affixed
may attest the same. And, in general, the Secretary shall perform all duties
ordinarily incident to the office of the Secretary, as well as such other
duties as from time to time may be assigned by the Board of Directors or by the
Section 7. Compensation.
The Board of Directors shall have the power to
fix the compensation of all officers, the Executive Director and other Staff of
Section 8. Removal.
The Board of Directors shall have power at any
regular or special meeting to remove any officer whenever in its judgment the
best interests of the corporation will be served thereby. But such removal
shall be without prejudice to contract rights, if any, of the person so
VII: CODE OF ETHICS
Section 1. Code of Ethics. The members of Management Association for Private
Photogrammetric Surveyors shall be responsible for upholding the Code of Ethics
set forth in these bylaws and shall be subject to expulsion or suspension for
violation of this code, under the terms set forth in Article II, Section 5.
The Code of Ethics shall be:
- A MAPPS Member Firm agrees to practice its business
with high regard to standards of excellence and fairness to its clients
and those whom it may employ.
- A Member Firm will not engage in garrulous or
misleading advertising and will project the services offered in a truthful
and dignified manner.
- A Member Firm will observe and abide by the laws and
regulations governing good business practice.
- A Member Firm will not slander, nor will it in any way
impair the ethical image of its competitors.
- A Member Firm will, to the best of its ability, uphold
and increase the technical status of the Science of Photogrammetry in an
- A Member Firm will not violate the trust and confidence,
reliance and dependence given it by its client, and it will render full
value for payments it receives.
- A Member Firm will be considerate of and sensitive to
the effect its business may have upon the public welfare and safety at all
- A Member Firm will advise its clients properly and
truthfully in all matters of its business, and not be affected by desires
for unethical personal gain.
- As supplemental to its adoption of its ethical code, a
MAPPS Member Firm agrees to accept and subscribe to the canons and code of
ethics that direct Professional Society Members, as they may pertain to a
Section 3. Amendment of the Code of Ethics. This Code of Ethics may be revised or amended by the
affirmative vote of two-thirds of the members of the corporation.
These bylaws may be altered, amended, or repealed by the affirmative vote of
two-thirds of the members at any duly called meeting thereof provided that a
copy of any proposed amendment shall be mailed at least thirty days before date
of such meeting.
Section 2. Implementation of Amendments.
Once Amendments are approved,
the Board will establish a plan for implementation and carry out that plan as
soon as is practical and feasible.