SCP By-laws

BYLAWS OF

                           THE SOCIETY FOR CZECHOSLOVAK PHILATELY, INC.

                                               Approved by the Board of Directors on

25 April 2013

Bylaw I – Membership

 1A.  Membership in the Society for Czechoslovak Philately, Inc. shall be granted to any qualified collector or applicant in the following categories:

a.   Regular member

  1. Patron member
  2. Senior member (50 consecutive years of Regular and/or Patron membership)
  3. Honorary member (designated by the Board for outstanding contributions to

Czechoslovak Philately)

e.  Youth member (under 18 years of age)

Membership shall take effect on the first day of the year in which dues are first paid. Senior and Honorary membership shall begin in the year following the granting.  If dues are paid in the fourth quarter of the year, the new member will be informed that they (the dues) apply to the following year, but that the member has the option of applying them to the current year in which case they will be billed for the following year in a month or two.  If the new member chooses to apply dues to the current year of joining, he or she is entitled to all issues of The Specialist for that year.

1B.  The Secretary shall assign membership numbers seriatim from a single list.  The membership number of a deceased member of the Society may be assigned to a surviving relative upon written request to the Secretary.

1C.  The resignation of a member shall become effective upon the expiration of 30 days after receipt of the written request, if such member is then in good standing or, if not, at such later time as he or she shall be restored to good standing.  No refund of membership dues will be made under this section.

1D.  If a member is delinquent in the payment of indebtedness to the Society, or any of its activities, for a period of 30 days, the Treasurer shall report that fact to the Board of Directors.  If such indebtedness is not paid within a period of time fixed by the Board of Directors, the Secretary shall prefer charges to that effect against the delinquent member, which shall be considered and acted upon by the Board of Directors, as provided for in Bylaw 11B (e).

Bylaw II – Board of Directors

2A.  The Society shall be governed by a Board of Directors consisting of 15 members other than youth members.  Five board members shall be elected every two years and each board member shall serve a term of six years.

2B.  The Board of Directors shall be elected by members in good standing in accordance with procedures stated in Bylaw 4.

2C.  The Board shall convene at least once a year to transact the business of the Society, the date and location to be decided by the President.  Ten (10) board members, including a minimum of five (5) in attendance (the remaining five may be represented), shall constitute a quorum for the transaction of business.  Any board member who is unable to attend a board meeting is required to give his/her proxy to another member of the Board and to notify the Secretary of the proxy.  The board member must give his/her proxy and notify the Secretary of the Proxy in writing, prior to the board meeting.  Any board member who fails to attend (2) successive board meetings without designating a proxy may have his/her seat declared vacant by the President.

2D.  All terms of office shall commence upon certification of the winning candidates by the election committee.  The terms of office of outgoing board members shall expire at that time. Following the election, the new Board shall convene at a Society Board Meeting in a timely manner (the date to be set by the current President) to elect new officers and to conduct any other Society business as necessary.

2E.  A board member who writes a philatelic article or letter for publication (other than in The Specialist), over his or her name as an officer or director of the Society shall make a disclaimer that the opinions presented are personal, and do not reflect or represent any official Society position.  Failure to comply with this requirement may subject that member to forfeiture of his or her board membership for the remainder of the term at the discretion of the Board of Directors.  This shall not be construed so as to prevent the President of the Society with the approval of the Board, from writing letters or articles in the name of the Society.

2F.  All board members must have access to the internet and be able to receive and send emails.  Access to the internet can be at home, at place of work or by using computers at the local library, as long as the board member regularly and frequently views their internet communications.

Bylaw III – Officers

3A.  The President shall appoint the following staff positions – an editor, librarian, American Philatelic Society Representative, circuit manager, auditing chairman, webmaster, and such other committee chairpersons and staff members as needed.  Staff members need not be members of the Board, but must be members in good standing of the Society.  One person may hold more than one appointed staff position.  The President shall also appoint Society members to fill any vacancies that may occur on the Board for the unexpired term of office.  Staff members, who are not members of the board, may attend Board meetings and participate in discussions, but may not vote on decisions.

3B.  The Vice-president shall assist the President by making himself available to serve such staff positions and temporary assignments as determined by the President.

3C.  The Secretary shall be in charge of all official correspondence between the Society and its members (past, present, and prospective), shall maintain a complete and current membership list, shall take minutes of all board meetings, and shall furnish a typed copy of the minutes to each board member in a timely manner.  The Secretary shall edit and approve all official notices to be published in The Specialist, or other philatelic publications.  The Secretary shall be charged with the collection and preservation of all general records and official documents of the Society, except as otherwise herein provided.  The Secretary shall keep records of members and issue membership cards.

3D.  The Treasurer shall maintain a bank account or accounts in the name of the Society and shall submit a written report on the financial status of the Society three weeks prior to all board meetings.  As a part of this report, the Treasurer shall have available photocopies of all current bank statements of the Society since the last board meeting.  The names of the President and Vice-president shall be added to all of the Society’s financial accounts.  The Treasurer shall be responsible for administering all funds or securities of the Society and shall advise the President in all matters concerning the financial duties discharged, and shall make disbursements of funds.  Any single disbursement exceeding $1500.00 requires the approval by the President.

3E.  All outgoing officers and staff members shall transfer their records or portfolios to those succeeding them in their office and shall take time to explain or describe their portfolios to their successor.

Bylaw IV – Elections

4A.  In January of the election year, the President and the Secretary (acting as an election committee) shall accept nomination of candidates to the Board.

4B.  Candidates to the Board shall be members in good standing of the Society and they must have an e-mail address on the internet system and to regularly and frequently check internet communications.  Each candidate shall be nominated in writing by one (1) member of the Society (other than themselves). They may be reelected to the Board without limitation.

4C.  The election committee shall contact the nominees for their acceptance, and the nominators shall be notified of the nominee’s decisions.  Nominations shall close on the last day of March of the election year.

4D.  The names of all persons nominated for the Board shall be placed on the ballot, which shall be published and sent to all members in the Spring issue of The Specialist.  Members shall send their voted ballots to the election committee postmarked no later than May 31st of the election year.  The election committee shall count the ballots and certify the winners.  If the 5th and 6th candidate receive the same number of votes, the current President shall select the winner.  The election committee shall notify all candidates of the number of votes each candidate received.  The winners shall be published in the Summer issue of The Specialist.

4E.  The Board shall elect the President, Vice-president, secretary, and treasurer at the first meeting following an election of Board members. The President, Vice-president, Secretary, and Treasurer shall be elected for a term of two (2) years.  The President and the Vice-president can only serve two (2) consecutive terms.

Bylaw V – Chapters and Sections

5A.  Local chapters and sections of study groups may be established in response to a request submitted in writing to the Secretary and signed by at least three (3) members of the Society.

5B.  Local chapters and sections may elect their own officers and committees, assess their own dues, manage their own funds, and vote any rules and regulations to govern themselves which do not conflict with the Society’s Bylaws or undermine the best interests of the Society.

5C.  Local chapters and sections shall submit a report of their activities and finances to the President as he may direct.

Bylaw VI – Convention and Exhibition

6A.  There shall be at least one (1) annual convention and exhibition of the Society in participation with a stamp show for the presentation of lectures, seminars, transactions of business, and exhibition of philatelic material.  The date and location of the convention/exhibition shall be planned at least three years in advance and submitted by the President for the Board’s approval.

Bylaw VII – Society Publication

7A.  The official publication of the Society shall be called The Czechoslovak Specialist and shall be published quarterly not less than four (4) times a year.

7B.  Each member in good standing shall receive one (1) copy of each of that year’s issues of The Specialist.  Patron members will receive a bound copy of The Specialist.  Honorary members and Senior members, if they were already patron members when they received the additional designation, will also receive a bound copy of The Specialist.

7C.  The Editor shall submit an annual reportto the Board before each Board meeting.  The report shall include the following year’s proposed expense budget.

Bylaw VIII – Committees and Divisions

8A.  The Board may at any time form committees or divisions within the Society to govern or provide services to the membership.  Rules governing these entities will also be determined by the Board.  The committees or divisions formed shall be identified and their functions described in The Specialist as soon as possible.

Bylaw IX – Library

9A.  The Society shall own and maintain a library for the benefit of its members.  The material shall be available to the members on a loan basis according to the terms set forth by the Board.

9B.  The Board shall allot funds to the Librarian each year for the purchase of books and material necessary to keep the library current.

9C.  The Librarian shall submit an annual financial statement concerning the library prior to the annual board meeting.

9D.  The Librarian shall also function as the Society Archivist.

9E.  Loans of library materials shall also be made without charge to philatelic judges accredited by FIP, FEPA and the American Philatelic Society.

Bylaw X – Membership Dues

10A.  Membership dues shall be assessed annually by the Board for each category of membership except Honorary and Senior members who are exempt from dues.

10B.  Any member who fails to pay dues before the end of December will be automatically dropped from membership by the Secretary.  Any member renewing membership after the end of December will be required to pay a three dollar ($3) reinstatement fee in addition to the dues.

Bylaw XI – Disciplinary Action

11A.  The Board of Directors may take whatever disciplinary action it deems appropriate against any member for cause.  This action can only be taken by two-thirds (2/3rds) majority vote of the Board of Directors.

11B.  Any member found guilty by the Board of Directors of conduct declared either by general resolution of the Society or the Board of Directors to be unbecoming a member may be suspended for a definite period or expelled from the Society.

  1. Charges of such conduct shall be in writing, and may be preferred by the Board of Directors itself or by any other officer or by any member in good standing.  All charges shall be given to the member against whom they are preferred, either in person or by certified mail, not less than 30 days prior to the date fixed for a decision by the Board of Directors.  On or before that date, the member against whom the charges have been preferred shall have the right to file to the Secretary an answer in writing to the charges against him.
  2. Charges preferred against a member shall be investigated in such manner as the Board of Directors deems proper.  Upon the review of such charges, the Board members shall consider the results of all investigations and all evidence, including correspondence and other documents submitted in support of and defense against the charges, and shall make findings in writing thereon, and in case the charges are sustained, shall impose the penalty of suspension for a definite period, or expulsion.  The findings of the Board of Directors, and the penalty imposed when the charges are sustained, shall be recorded, and a separate file of all data pertaining thereto shall be permanently preserved in the office of the Secretary.  A two-thirds (2/3) majority of the Board of Directors shall prevail.
  3. Any member found guilty by the Board of Directors of charges preferred against him or her may file within 30 days with that Board a notice of appeal to the Board of Review.  The Board of Directors shall transmit to the President all evidence and other data in its possession relating to the charges.  The President shall thereupon appoint a review board consisting of no less than three members, headed by the Vice-President.  Any member or official in good standing and not previously connected in any way with the original charge or finding shall be eligible to serve.  The President shall thereupon transmit to the chairman of the Review Board all evidence and other data in his possession relating to the charges, and the appeal shall be determined by the Review Board without undue delay and shall be final.  The disposition of the case after final decision shall be published in The Specialist.  The findings of the Board of Directors and the penalty imposed by it, when no appeal is made, shall be final.
  4. Any member indicted in any court of justice with a crime involving philatelic material or any other felony shall be suspended by the Board of Directors pending trial and upon conviction thereof, shall be expelled by said Board from the Society.
  5. Any member found guilty by the Board of Directors of failure to pay his or her indebtedness to the Society within the period of time fixed by the Board shall be suspended for a definite period of time or expelled from the Society as herewith provided.
  6. Members expelled from the Society shall not be entitled to return of dues paid.

11C.  Any former member may make application for reinstatement.  All applications for reinstatement shall be subject to a review by the Secretary, approval of two-thirds (2/3rd) majority of the Board, and the payment of dues for the current calendar year, plus any reinstatement fee to be set by the Board of Directors from time to time, as well as all indebtedness to the Society, if any.

Bylaw XII – Amendments

12A.  Any proposed change in the Bylaws shall be presented to the Board by any two (2) board members and signed by them.  Such proposed changes if approved by the Board shall be distributed with The Specialist within four (4) months of adoption.

Bylaw XIII – Termination

13A.  The Society may be dissolved only by the unanimous vote of the entire Board of Directors.  The Board will satisfy all debts and liabilities out of the corporate assets.  The Board shall dispose of all the remaining assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as such court shall determine.

Bylaw XIV – E-mail Use

14A.  E-mail can be used to present and discuss Society issues.  Therefore, each Board Member of the Society will have an e-mail address that he/she checks on a regular basis for Society business (this address does not have to be exclusively for such business).  When this address changes, it is the responsibility of the Board Member to see that each of the other Board Members gets the new address.

14B.  When an issue is being discussed, all e-mail is to be addressed to all of the other Board Members whether being initially submitted or just commenting on another’s idea, i.e. “Reply to All”.

14C.  E-mail voting will be allowed on issues brought before the Board of Directors when the president feels that a timely decision is required or would be in the best interests of the Society.  Only the President can initiate a vote of the Board on an issue.

14D.  Any Board Member can present a formal motion for the president’s consideration to submit for the Board’s decision.  If the President feels that sufficient discussion has taken place on the issue and that a timely decision is needed on it, then he will submit the motion to the Secretary for vote processing (no “second” of the motion is required, because the President’s submission action constitutes such a “second”).  This action by the President terminates the discussion phase on the issue and initiates the voting phase on the motion.

14E.  The Secretary will prepared the motion and give it a Motion # and Name (the Motion # will appear in the subject line of the e-mail).  The motion will be written in such a way as to only allow for a Yes or No vote reply.  The Secretary will then send the numbered motion out to the other Board Members for their vote with a return receipt flag.  When Board Members receive the Motion, their first action should be to acknowledge its receipt.

14F.  There will be a fourteen (14) day time limit from the date the motion was sent out for Board Members to reply to the Secretary with their Yes or No vote.

14G.  As with any Board action, it will require a minimum of eight (8) Yes votes to pass a motion.

14H.  Any Board Member who fails to vote on two (2) successive e-mail submitted motions may have his/her seat declared vacant by the President.