By-Laws of the United States Stamp Society Incorporated
Pursuant to the laws of the State of New York
Approved: 1 August 2000
Amended by Board of Governors 4 December 2020, Pending Approval of Membership at NOJEX 2021
Article I. – Name and Purpose
Section 1. This Society shall be known as the United States Stamp Society, Incorporated; hereinafter called the Society.
Section 2. This Society is constituted to encourage the study of the philatelic output of the United States.
Article II. – Membership
Section 1. Any applicant interested in promoting the aims of this Society, and presenting satisfactory references, is eligible for membership, providing applicants under 18 years of age meet the requirements of the Board of Governors as to financial responsibility and philatelic suitability.
Section 2. The name and address of each applicant shall be published in the first available issue of the official Society journal. If no objection is received by the Board of Governors within thirty days after this publication, the applicant shall become a member. In case of objection, the Board of Governors shall investigate and accept or reject the applicant in its sole discretion. The decision of the Board of Governors is final.
Section 3. The Board of Governors may elect as Honorary Members such persons deemed worthy of this recognition. The Board may also grant Life Membership, based in whole or in part on years of membership. Both Honorary and Life Members need not pay dues and shall enjoy the same privileges as Members.
Section 4. Any member of the Society, for cause, may be suspended by a majority vote of the Board of Governors for such period as the Board of Governors may deem proper.
Section 5. Any member of the Society, for cause, may be expelled by two-thirds vote of the Board of Governors. Such action shall only be taken after notice in writing shall have been mailed to the member, together with a copy of the charges or reasons for such action, and a date set (not less than thirty days from notice) to permit the member to respond to the charges or reasons in writing.
Section 6. Any member of the Society, who has been expelled by the American Philatelic Society, for cause, may be expelled without prior notification, by two-thirds vote of the Board of Governors.
Article III. – Board of Governors
Section 1. The business of the Society shall be vested in the Board of Governors, hereinafter called the Board.
Section 2. The Board shall be elected by the membership and shall serve for a three year term commencing January 1 of the year following their election, or until their successors shall have been elected.
Section 3. The Board shall have the power to fill vacancies in their own number for an unexpired term, and the power to fill vacancies that may exist in the elective offices.
Section 4. The total membership of the Board shall consist of not less than seven (7) nor more than fifteen (15) members which shall include the elective officers.
Section 5. In addition to the general powers conferred upon the Society by law and granted to it by its Charter, the Board may on behalf of the Society take and hold property, real and personal, by gift, grant, devise, bequest or in trust for the furtherance of the Society’s purposes; may buy, sell, mortgage, let or otherwise dispose of its property as it shall deem best for the interests of the Society; may receive literary, scientific or other articles, collections or property pertaining to the work of the Society by way of gift, or loan or deposit; may authorize research activities and the publication of material; may use and operate its property in any manner and engage in such for its best interests; may employ the necessary personnel and fix their fees, may borrow money, open bank accounts and engage in the necessary financial transactions required for the furtherance of the Society’s purpose.
Section 6. Meetings of the Board shall be held at such time and place, or manner, as may be designated by the Chairperson (Chairman or Chairwoman or Chair). Emergency meetings of the Board may be called by the Chairperson or majority of the Board members. Such meetings may be conducted in person or by a telephonic, electronic, mail or email communication.
Section 7. A majority of the Board shall, at a meeting held in person or electronically or, in response to a telephonic, electronic, mail or email communication, constitute a quorum for the purpose of conducting Society business. If a quorum exists, the vote of a majority of the members of the Board present at the time of the vote, in person or electronically, or in response to a telephonic, electronic, mail or email vote shall be the act of the Board. Members of the Board shall not authorize another person or persons to act in their behalf by proxy.
Section 8. An Executive Committee, consisting of the Chairperson, President, Vice President and Secretary, shall transact the business of the Society between meetings of the Board and shall exercise such powers and discharge such duties as the Board directs. The Executive Secretary and Treasurer shall be non-voting ex-officio members of the Executive Committee. A copy of the minutes and the actions taken by the Executive Committee shall be forwarded to all members of the Board.
Article IV. – Officers
Section 1. The elective officers shall be a Chairperson of the Board, President, Vice- President and Secretary who shall be members of the Board of Governors.
Section 2. The elective officers shall be determined by ballot of the members of the Society and shall serve for a three-year term commencing January 1 of the year following their election, or until their respective successors shall have been elected.
Section 3. Two or more offices may be held by the same person, except the offices of President and Secretary.
Article V. – Duties of Officers
Section 1. The Chairman, Chairwoman or Chair of the Board of Governors, hereinafter called the Chairperson, is the Chief Executive Officer of the Society and shall be responsible for conducting the meetings of the Board and of the Executive Committee. At meetings of the Board, the Chairperson shall request a report from each officer on current matters within their respective area of responsibility and provide an opportunity for Board discussion and Board action as necessary. The Chairperson shall prepare and present to the Board for approval an annual budget and shall be responsible for the general financial affairs of the Society.
Section 2. The President is the Chief Operating Officer of the Society and shall be responsible for the ongoing operation of the Society. The President shall carry out all programs approved by the Board, supervise and control the day to day activities and programs of the Society, implement approved budget programs and expenditures, develop new programs for submission to the Board, and maintain liaison with the members of the Society and with other philatelic organizations on behalf of the Society. The President shall carry out such other duties as may be prescribed by the Board from time to time. Prior to June 15 of election year, the President shall recommend to the Board a Nominating Committee from among the membership. Upon approval of the Board, the Nominating Committee shall submit to the President, prior to August 15, a list of candidates from among the membership for the elective offices and Board membership for the ensuing term. The list of candidates shall be submitted by the President to the Secretary by September 15 for the purpose of preparing a ballot to be submitted to the membership by December 1.
The president shall appoint committees and/or committee chairpersons for carrying out the purposes of the Society from among the membership as required. The President shall also have the power to remove a committee chairperson, subject to majority approval of the Board.
Section 3. In the absence of the President or in the event of the President’s inability to act, the Vice-President shall perform 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 perform such other duties as from time to time may be assigned by the President or by the Board.
Section 4. The Secretary shall record the minutes of the meetings of the Board and the Executive Committee. The Secretary shall keep or cause to be kept a proper register of the membership and preserve the records of the Society. The Secretary shall prepare or cause to be prepared a ballot for the election of officers and members of the Board, upon receipt of the list of candidates as set forth in Section 2.
Section 5. All elective officers of the Society shall serve without compensation, and no profit of the Society shall inure to the benefit of any Officers or Members thereof. Reasonable expenses incurred by any Officer or Member of the Board in performance of their duties shall be paid when approved by the Executive Committee. However, an Officer, Member of the Board or committee Chairperson rendering services over and above those required of the office may receive reasonable compensation for such services as determined by the Board.
Section 6. Any elective officer may be removed from office for not fulfilling the duties of the position or for misconduct in office by a two-thirds vote of the Board.
Section 7. In the absence of the Chair of the Board of Governors or in the event of the Chair’s inability to act, the Board of Governors shall appoint, by majority vote, a member of the Board to perform the duties of the Chair, who when so acting, shall have all the powers of and be subject to all the restrictions on the Chair.
Article VI. – Dues
Section 1. The annual dues shall be such sum as may be recommended by the Board for approval by a simple majority of the membership of the Society voting. Dues shall be assessed on a calendar year basis.
Section 2. The Society shall consist of the following membership classes, according to annual dues and Society benefits:
1. Member – annual membership dues which shall include a subscription to the official Society journal.
2. Sustaining Member – annual membership dues which are higher than that for the Member, and which shall include a subscription to the official Society journal. The excess of the cost of this class of membership over the cost of Member shall be considered a donation.
3. Contributing Member – annual membership dues which are higher than that for the Member, and which shall include a subscription to the official Society journal. The excess of the cost of this class of membership over the cost of Member shall be considered a donation.
4. Patron Member – annual membership dues which are higher than that for the Member, and which shall include a subscription of the official Society journal. The excess cost of this class of membership over the cost of Member shall be considered a donation.
5. Honorary Member – no annual membership dues. Honorary Members shall receive a complimentary subscription to the official Society journal.
Section 3. Applicants accepted after March 31 shall pay a proportionate amount of annual dues by quarterly periods.
Section 4. An initiation fee shall be charged to applicants who are accepted or reinstated for membership. This fee shall be reviewed annually and determined by the Board.
Section 5. Each member shall be assigned a Society membership number.
Section 6. Members who do not pay their dues by February 15 will be advised by mail that if their dues are not received by March 15, their names will be removed from the membership register.
Article VII. – Publications
Section 1. An official journal of the Society shall be published at intervals determined be the Board.
Section 2. The Editor shall perform the duties generally associated with the publication of an official Society journal.
Section 3. The fees of the Editor shall be set by the Executive Committee, subject to the approval of the Board.
Article VIII. – Executive Secretary and Treasurer
Section 1. An Executive Secretary may be engaged by the Board to assist in its conduct of the business of the Society. Specific responsibilities and all terms and conditions required by the position shall be set by the Board.
Section 2. A Treasurer shall be engaged by the Board to receive and disburse all monies of the Society and have custody of all securities belonging to the Society. No monies shall be expended, without the approval of the Chairperson or his designee. The Treasurer shall make semi-annual and annual financial statements to the Board, and the annual statement shall be compiled, reviewed, or audited by a committee appointed for this purpose or a recognized public accountant. All disbursements of funds shall be signed by the Treasurer and approved by the Chairperson or designee. The Treasurer, if not a Certified Public Accountant, shall give bond to the Society executed by some surety company in amount approved by the Board, for the strict and faithful performance of his or her duties and proper rendering of true amounts of all monies received. The premium for such bond shall be paid by the Society.
Section 3. The fees of the Executive Secretary and Treasurer shall be set by the Executive Committee, subject to the approval of the Board.
Section 4. The Executive Secretary and the Treasurer shall be non-voting members of the Board of Governors and the Executive Committee.
Article IX. – Association with other Philatelic Organizations
Section 1. The Board shall approve the Society entering into any association with other philatelic organizations deemed by the Board to be consistent with the purposes of the Society as set forth by Article I., Section 2.
Article X. – Parliamentary Procedure
Section 1. Roberts Rules of Order shall be used in meetings of the Society, the Board, the Executive Committee and any other Committee created by the Board.
Article XI. – Indemnification
Section 1. Unless otherwise required or prohibited by law, the Corporation shall have the power and authority, but not the duty or obligation, to defend, indemnify and hold harmless any person who was or is a party (or is threatened to be made a party) to any threatened, pending or completed action or suit by reason of the fact that he or she is or was a governor, officer, member, employee or agent of the Corporation, for, from and against any and all expenses, including attorney fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him or her, in connection with the defense or settlement of such action or suit if he or she acted, or failed to take an action, in good faith and in a manner he or she reasonably believed to be in (or not opposed to) the best interests of the Corporation.
Article XII – Bureau Issues Association, Inc.
Section 1. The Bureau Issues Association, Inc., incorporated in the State of New York, is a wholly-owned subsidiary of the Society.
Section 2. The elected officers and members of the Board of Governors of the Society will automatically serve in the same capacity as the officers and Board Members for the Bureau Issues Association, Inc.
Article XIII – Amendments
Section 1. A two-thirds vote of the members voting shall be necessary to amend these By-Laws.