By-Laws
PENNSYLVANIA POSTAL HISTORY SOCIETY
ARTICLE I
PURPOSES AND POWERS
1. PURPOSES. The Society shall have such purposes as are now and may hereafter be set forth in its Articles of Incorporation.
2. POWERS. The Society shall have such powers as are now and may hereafter be granted by the Nonprofit Corporation Law of 1972 Of the Commonwealth of Pennsylvania and to any limitations thereof contained in the Articles of Incorporation or in the laws of the Commonwealth of Pennsylvania.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS. The property and affairs of the Society shall be managed by a Board of Directors which is herein referred to as the “Board of Directors” or “directors.” The use of the phrase “entire board” herein refers to the total number of directors which the Society would have if there were no vacancies.
2. NUMBER. The Board of Directors shall be composed of nine members to be elected from the membership for terms of three years, and so arranged in groups that at each annual meeting three such directors shall be elected to replace a like number whose terms then expire. The number of Directors may be increased or decreased by action of the Board of Directors at any time and from time to time. No decrease shall shorten the term of any incumbent Director.
3. TERM. The term of a director shall begin January 1st following the annual meeting at which such director was elected. Directors shall remain in office until their successors are elected, and the term of such successor begins. A vacancy occurring in the office of director from any cause, other than expiration of term, shall be filled by the remaining members of the Board, even if less than a quorum.
4. MEETINGS. Meetings of the Board shall be held at the principal office of the Society or at such other place, within or without the Commonwealth of Pennsylvania, as the Board shall from time to time determine or shall be specified in the notice of such meeting. The annual meeting of the Board shall be held immediately following the annual meeting of the Society, and a regular meeting of the Board shall be held either before or after the Spring meeting of the Society as the Board shall from time to time determine. A special meeting of the Board may be called at any time by the President or any two Directors, to be held at the time and place designated in the call or, if the place is not so designated, at the principal office of the Society. At least three days’ prior notice, written or oral, of all meetings of the Board shall be given to each Director, specifying the place, day, and hour thereof. Such notice, if mailed, shall be deemed to be delivered three (3) days after being deposited in the United States mail addressed to the Director at the most recent address on the records of the Society. Any business may be transacted at any meeting of the Board, whether or not specified in the notice of such meeting except as otherwise provided herein or by law.
5. QUORUM. The presence at any meeting of a majority of Directors then in office shall constitute a quorum.
6. COMPENSATION AND REIMBURSEMENT OF DIRECTORS. The Directors shall not receive any compensation from the Society for their ordinary services rendered from time to time in the discharge of their duties as Directors. However, any Director may receive reasonable compensation for services rendered by him to the Society at the request of the Society over and above his ordinary duties as a Director. In addition, each Director may be reimbursed by the Society for any out-of-pocket expenses incurred on behalf and at the request of the Society.
7. ACTION WITHOUT MEETINGS. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action. In the event of any such action without a meeting, the resolution and the written consents shall be filed with the minutes of the proceedings of the Board of Directors or committee.
8. TELEPHONE PARTICIPATION AT MEETINGS. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee thereof by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
9. EXECUTIVE COMMITTEE AND OTHER COMMITTEES. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate, from among its members, an executive committee, a nominating committee and such other committees as the Board may determine are necessary or desirable in carrying out the administration of the Society. If an executive committee shall be designated, it shall consist of three or more directors, and unless limited in the designating resolution, shall have all the authority of the Board, except as otherwise required by law. Other committees may include members of the Society who are not directors and shall have such functions and exercise such authority as may be provided in the resolution designating such committee. The President shall, ex officio, be a member of all committees. Vacancies in the committee shall be filled by the Board at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and shall report the same to the Board when required.
ARTICLE III
OFFICERS
1. OFFICERS. The officers of the Society shall be a President, a Secretary, and a Treasurer and may include one or more Vice Presidents and such other officers as the Board of Directors may from time to time appoint or elect. Any two or more offices may be held by the same person except the offices of President and Secretary.
2. ELECTION AND TERM. The Officers of the Society shall be elected at the annual meeting of the Board of Directors. The President and Treasurer shall be Directors. Other officers need not be Directors. Each officer shall hold office from the January 1 following election or appointment by the Board of Directors until his successor shall have been elected and qualified.
3. REMOVAL. The Board of Directors may remove any Officer for cause or without cause. Upon a vacancy occurring in an elected office, the Board may fill the vacancy for the unexpired term.
4. POWERS AND DUTIES
a. PRESIDENT. The President shall be the Chief Executive Officer of the Society and have general overall supervision of all the business and affairs of the Society. The President shall preside at all meetings of the Society and shall be Chairman of the Board of Directors.
The President may sign, with the Secretary or any other proper officer of the Society authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which have been authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Society: and in general, shall perform all duties incident to the function of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to time.
b. VICE PRESIDENT. The Board may elect one or more Vice Presidents. In the absence of the President, a Vice President designated by the Board shall perform the duties of the President. The Vice President(s) shall perform such other duties as from time to time may be assigned by the President of the Board of Directors.
c. SECRETARY. The Secretary shall, subject to the direction of the President, keep the minutes of the meetings of the Board of Directors and the Executive Committee in one or more books provided for the purpose: assure that minutes of all meetings of other committees are prepared and filed with the records of the Society; assure that all notices are given in accordance with the provisions of these by-laws or as required by law; be the custodian of the corporate records and of the seal of the Society; and in general, perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or the Board of Directors.
d. TREASURER. The Treasurer shall, subject to the direction of the President, have charge and custody of and be responsible for all funds and securities of the Society; receive and give a receipt for monies due and payable to the Society from any source whatsoever; deposit all such monies in the name of the Society in such banks, trust companies or other depositories as shall be selected in accordance with the laws of the Commonwealth of Pennsylvania; and in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer shall for any check or draft upon the accounts of the Society or payment for the Society in excess of $2,000.00 be required to obtain the signature of the President or Secretary authorizing such payment in addition to his own signature.
e. OTHER AGENTS. The Board of Directors may, from time to time, appoint such agents, including, but not limited to an editor, an auctioneer and a librarian, as it shall deem necessary, each of whom shall hold office at the pleasure of the Board and shall have such authority and perform such duties as the Board may from time to time determine. No such agent shall have the authority to bind the Society or to act on its behalf except as specifically authorized by resolution of the Board.
ARTICLE IV
CORPORATE SEAL
1. The corporate seal, if any, shall be in such force as the Board of Directors shall prescribe.
ARTICLE V
FISCAL YEAR
1. The fiscal year of the Society shall end on December 31 of each year.
ARTICLE VI
MEMBERS
1. CLASSES. The Society shall have one class of members who shall be Active Members. A regular active member shall be one who satisfies the qualifications for membership, is accepted as a member, and is current in all obligations to the Society.
A Charter Active Member shall be an Active Member who was an original member of the incorporated association which was the predecessor of the Society.
An Honorary Active Member shall be one who, by reason of contributions made to the study of the postal history of Pennsylvania, or such other criteria as the Board may deem appropriate, is elected as such by the membership at an annual or regular meeting of the Society, after recommendation by the Board.
2. QUALIFICATIONS.
a. Anyone shall be eligible for membership who is at least eighteen (18) years old and sends the proper application to the Society. The applicant must be endorsed by at least one member in good standing or, if no member is known to the applicant, must provide two philatelic references. An application shall not be considered validly made unless accompanied by an amount equal to one year’s dues.
b. Upon receipt by the Secretary of a valid application, the Secretary shall cause the name and other relevant information concerning the applicant to be published in the Society publication and assign a membership number. Thirty (30) days after the publication has been distributed to the readership, the applicant shall become an active member, unless the President or the Secretary receives an objection in writing to membership containing information which would justify expulsion. If any such information is received, the Secretary shall notify the applicant who may either withdraw the application or have the Board of Directors determine the facts in the manner specified in Section 4 of this Article VI. If the Board determines that the facts would justify expulsion, the application shall be rejected, otherwise, it shall be accepted.
3. DUES.
a. PAYMENT. Each member shall be liable for the payment of annual dues according to the current schedule which has been adopted by the Board. Dues shall be payable at or prior to the beginning of the calendar year to which they relate.
b. HONORARY MEMBERS. Honorary Active Members shall be excused from the payment of annual dues.
c. LIFE MEMBERS. The Board of Directors may, from time to time, adopt and modify, a part of the schedule of dues, an amount which, if paid, will excuse a member from the obligation of future payments of annual dues.
d. DELINQUENCY. Any member who is delinquent in the payment of dues for sixty (60) days shall be notified by the Treasurer. If the dues are not paid in full within thirty (30) days of such notice, the member shall automatically be dropped from the rolls and their name shall be reported in the Society publication.
e. REINSTATEMENT. Any member who has been dropped because of non-payment of dues may be reinstated upon making application to the Society and paying an amount equal to two times the current annual dues which shall be applied to the payment of dues for the current year and the next succeeding year. Reinstatement shall not constitute a waiver or discharge of any other claim the Society may have for obligations to the Society.
f. EXPULSION. A member of the Society shall be suspended if charged with conduct detrimental to philately in general, to the study of postal history, or to the Society. Upon receipt of any charge, the Board of Directors shall make such inquiry as it may deem appropriate to determine the facts. No person shall be expelled except upon a vote of two-thirds of the entire Board, taken after twenty (20) days notice in writing to the member in question and an opportunity to be heard.
g. NOTICES. Every member shall give to the Secretary a mail address to which all notices and other communications required by the by-laws or otherwise shall be sent. Each member shall be deemed to have received notices and communications mailed to the address on the rolls three (3) days after having been duly posted in the regular mail.
h. RESIGNATION. Any member in good standing may resign from the society by letter of resignation sent to the Secretary. No such resignation shall entitle a member to any refund of any portion of the dues paid by the resigning member or excuse the resigning member from any obligations to the Society which accrued prior to the date of such resignation.
ARTICLE VII
MEETINGS
1. ANNUAL MEETING. The annual meeting of the Society for the election of directors, for the presentation of an annual report by the appropriate officers, and for the transaction of such other business as may properly come before the meeting shall be held each year, on a date and at a time and place determined by the Board of Directors. Written notice of the date, time, and place of the annual meeting will be given not less than thirty (30) days prior thereto.
2. SPRING MEETING. The Society shall have a regular meeting in the spring of each year for the transaction of such business as may properly come before the meeting on a date and at a time and place determined by the Board of Directors. Written notice of the date, time, and place of the spring meeting will be given not less than thirty (30) days prior thereto.
3. SPECIAL MEETINGS. Special meetings may be called at any time by the President of the Board of Directors and shall be called by the President upon the written request of not less than five percent (5%) of the active members of the Society. Written notice of the date, time, and place of special meetings will be given not less than thirty (30) days prior thereto.
4. QUORUM. A quorum shall be 10% of the membership, in person or by proxy.
5. VOTING. Voting in person or by proxy shall be allowed. A member who is delinquent in payment of dues shall not be allowed to vote. The notice of a meeting shall contain a ballot specifying the matters on which proxy voting shall be allowed. Such ballot shall be received by the Society on or prior to the date of the meeting.
6. RULES. The meetings shall be conducted according to the latest edition of Robert’s Rules of Order.
7. GUESTS. Guests may attend the meetings of the Society but may not participate unless prior approval is received from the President or the Board of Directors.
ARTICLE VIII
UNITS
1. GENERAL. Three or more members in good standing may form a local Society unit. Each unit must have the purpose of furthering some aspect of the study of the postal history of Pennsylvania.
2. APPLICATION. An application shall be made to the Board of Directors for recognition as a unit. Such an application shall contain the proposed unit name, location, meeting date, names of members, purposes, and governing rules, which shall not be inconsistent with the Articles of Incorporation and by-laws of the Society.
3. RECOGNITION. Upon approval of the application by a majority of the entire Board, the unit shall be recognized. Each unit shall have the right to appoint such officers in such manner and for such term as the unit may determine. Each unit shall designate a representative who shall be responsible for reporting to the Board of Directors on the activities of the unit as often as may be requested by the Board, no less often than once as year, and for filing a written annual report of the activities of the unit with the Secretary, for presentation to the annual meeting of the Society.
ARTICLE IX
AFFILIATIONS
1. GENERAL. The Society shall maintain an affiliation with the Pennsylvania Historical Society and with such other historical and philatelic societies within or without the Commonwealth of Pennsylvania as the Board of Directors may consider appropriate to the purposes of the Society.
ARTICLE X
AMENDMENTS
1. BOARD OF DIRECTORS. To the extent permitted by law, all by-laws of the Society shall be subject to amendment or repeal and new by-laws may be adopted by the Board of Directors from time to time.
2. MEMBERSHIP. All by-laws of the society shall be subject to amendment or repeal, and new by-laws may be made by the affirmative vote of a majority of the members voting in person or by proxy at any general meeting of the Society. The substance of any amendment must be presented to the membership in writing, together with a ballot to serve as a proxy not less than thirty (30) days prior to the date the vote is to be taken. Ballots received on or prior to such date shall constitute valid attendance and voting on such amendment.
ARTICLE XI
TRANSITION
1. The first Directors of the Society shall be those named in its Articles of Incorporation, who shall serve until the next succeeding annual meeting of the Society. At such annual meeting, the members shall elect three Directors to serve for a term of one year, three to serve for two years, and three to serve for a term of three years.
