Of The U.S. Philatelic Classics Society, Inc.(1) (12)
USPCS (19 November 2005)
Purposes and Scope of the By-Laws
The U. S. Philatelic Classics Society, Inc. (“The Society”) is a voluntary not-for-profit association of members. Its purposes are to promote interest and knowledge of philately, primarily relating to the so-called classic issues of stamps and postal history of the United States, among its members and the public generally — through the encouragement of philatelic research — through the exchange of information with other philatelic organizations and among its own members — through the preparation and distribution of philatelic literature and periodicals, particularly The Chronicle of the U. S. Classic Postal Issues (the “Chronicle”) and the Chairman’s Chatter — and, in the instruction of philatelic matters, particularly with a view to enlarge and develop the cultural and historical aspect of philately; no part of the profit or net earnings of the Society to inure to the benefit of any private individual; and to receive and hold by grant, gift, purchase, deed of trust or devise, and to dispose of and convey any real or personal property, subject to such limitations as the law may prescribe and as these purposes may require, for the benefit of the members and philately in general. No substantial part of the activities of the Society shall be carrying on propaganda or otherwise attempting to influence legislation. (13)
Upon dissolution of the Society, the assets shall be distributed to The Philatelic Foundation, Inc., New York, if in existence and qualified under Section 501(c)(3) of the Internal Revenue Code of 1954 or of a corresponding section in a subsequent Internal Revenue Code; otherwise to one or more corporations, funds, foundations or organizations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of said Section 501(c)(3), or of a corresponding section in a subsequent Internal Revenue Code.
All powers of the Society shall be carried out in accordance with the provisions of these By-Laws and admission to membership in the Society, the rights and obligations of members and the tenure of membership shall be entirely subject to and depend upon the provisions herein and the exercise of the authority herein conferred.
The principal office of the Society in the State of Indiana shall be located in the City of Indianapolis, County of Marion. The Society may have such other offices, either within or without the State of Indiana, as the Board of Directors (“The Board”) may determine or as they require from time to time.
The Society shall have and continuously maintain in the State of Indiana, a registered office and a registered agent whose office is identical with such registered office, as required by the Indiana Not-For-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Indiana, and the address of the registered office may be changed from time to time by the Board.
Section 1. Classes of Members.
The Society shall have six (6) classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows: regular, contributing, sustaining, patron, life and honorary.
Section 2. Election of Members.
Members shall be elected by the Board through its appointed Membership Committee. Application for membership shall be in writing and in such form as the Board may prescribe. The Membership Committee shall approve applications for membership and the affirmative vote of a majority of the Membership Committee shall be required for election. (14)
Section 3. Voting Rights.
Each member shall be entitled to one vote for each member of the Board, without cumulative voting, and on any other matter submitted to the membership for vote by the Board. (15)
Section 4. Termination of Membership. (3)
Members who have failed to pay dues within sixty (60) days of the due date shall be sent a notice of delinquency by the Treasurer or an Assistant Treasurer. Members failing to pay dues within sixty (60) days of this notification shall be notified that they will be Dropped for Non-Payment of Dues after an additional thirty (30) days. Issues of The Chronicle shall not be forwarded to members who have been sent a notice of delinquency. Members who have been Dropped for Non-Payment of Dues shall be readmitted to membership only by qualifying as a new member and paying dues for the current fiscal year, in advance, at the time of their application for reinstatement. (4) (5) (16)
Any member convicted of a crime involving philatelic material by any court of record will be considered guilty of unethical conduct and without formal complaint or notice shall be expelled from membership.
The Board, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause.
A member thus suspended or expelled, deeming the member was unjustly treated, may request reconsideration of the member’s case, presenting such new evidence as the member may be able to submit; such reconsideration shall take place at the next regular meeting of the Board following suspension or expulsion and shall require an affirmative vote of two-thirds of all members of the Board for passage.
Section 5. Resignation.
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 6. Reinstatement.
Upon written request signed by a former member and filed with the Secretary, the Board may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms, as the Board may deem appropriate.
Section 7. Local Chapters. (5a)
Upon the written request of a minimum of five (5) members of the Society residing within a 50 mile radius of the proposed meeting place, the President may authorize the formation of local chapters of the Society. The Board may, in its discretion, adopt either rules or guidelines for the operation of local chapters.
Meetings of Members
Section 1. Annual Meeting. (6)
An annual meeting of the members shall be held on the date and hour set by the vote of a majority of the Board, whether at a regular or special meeting of the Board, or by written mail vote. At least one such annual meeting shall be held in each calendar year. Such annual meeting shall be held for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the election of Directors shall not be held on the date designated for any annual meeting, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting or by a mail vote of the members as soon thereafter as conveniently may be.
Section 2. Special Meetings.
Special meetings of the members may be called by the President, a majority of the Board, or not less than one-tenth of the members having voting rights.
Section 3. Place of Meeting.
The Board may designate any place, either within or without the State of Indiana, as the place of meeting for any annual meeting or for any special meeting called by the Board. If no designation is made the place of meeting shall be the registered office of the corporation. However, if a majority of the members of the Board shall meet anywhere and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 4. Notice of Meetings.
Written or printed notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than (10) days before the date of such meeting. In case of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member’s address as it appears on the records of the Society.
Section 5. Quorum.
Ten (10) members shall constitute a quorum at any meeting. If there is no quorum, a majority of the members present may adjourn the meeting from time to time without further notice.
Section 6. Proxies.
At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
Section 7. Procedures for Official Regional Meetings. (7)
Any local chapter of the Society or Regional Vice-President may hold one or more meetings in that region each year. No business will be taken at any regional meeting that purports to be binding in any manner upon the Society. (18)
Board of Directors
Section 1. General Powers.
The affairs of the Society shall be managed by its Board. Directors need not be residents of the State of Indiana.
Section 2. Number, Tenure and Qualifications.
The number of Directors shall be twelve (12). Each Director of the Society shall serve for a term of three (3) years or until a successor shall be elected and qualified. It is the general policy of the Society that a Director, other than a Director officer, may not serve more than two consecutive terms.
Section 3. Regular Meetings.
A regular annual meeting of the Board shall be held without other notice than this By-Law at the same place as the annual meeting of members. (21) The Board may provide by resolution the time and place, either within or without Indiana, for the holding of additional regular meetings of the Board without other notice than such resolution. The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting for all purposes, including the number of Directors required for a quorum. Any action required or permitted by these By-Laws at a Board regular meeting or special meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Further, any action taken under this means is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent date. A consent signed under this provision has the effect of a meeting vote and may be described as such in any document. (22)
Section 4. Special Meetings.
Special meetings of the Board may be called by, or at, the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Indiana, as the place for holding any such special meeting.
Section 5. Notice.
Written notice of any special meeting of the Board shall be given not less than ten (10) days before the date of such meeting to each Director at the Director’s address of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. Any Director may waive notice of any 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 express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any reg