The purpose of this Association is to provide an organization for the maintenance and development of high standards of business ethics among those engaged directly and indirectly in the merchandising of stamps and other materials for the hobby of philately at the discretion of the Board of Directors thereby promoting a mutual trust and friendship among its members and public confidence and respect for the trade; to provide a medium for the exchange of trade and credit information of philatelic interest through trade papers, releases, meetings and similar means, to arbitrate disputes, mediate, adjust and settle differences between members and the public, to assist recognized governmental agencies in the prosecution of violations of law relating to philatelic matters, to do all within its power for the general good of philately and in connection therewith to aid in the establishment of local chapters throughout the United States, to so operate that no part of the income or earnings of the Association inure to the benefit of any individual or member, and to insure that no office, member or employee shall receive or be entitled to receive pecuniary profit from the operations thereof except reasonable compensation for services actually rendered.
Board of Directors
Section 1. Number of Members. The Board of Directors shall consist of nine members and shall include among its members the President Vice President, Secretary and Treasurer of the Association. The four members elected to fill the respective active offices of the association and five other nominees for directorships receiving the greatest number of votes of the membership shall be deemed elected to the Board. The President of the Association shall be the Chairman of the Board. The immediate Past President shall be an ex-officio member of the Board and shall not have a vote.
Section 2. Qualification. Only members of the Association pursuant to Article VI, Sections 1 and 1a of these Bylaws shall be eligible for nomination and election as a director
Section 3. Term of Office. Directors shall take office on the 1st day of July in the year of their election and shall serve without compensation for two years and until their successors are elected and qualify. The Board, by an affirmative vote of six members may remove any Director or officer with cause. A written petition by 20% of the membership, shall be sufficient to cause a recall referendum to be conducted for the removal of any officer or officers, director or directors, named therein. The Board shall cause such referendum to be conducted within 90 days of receipt of a valid petition by the Secretary of the Association.
Section 4. Terms of officers shall be divided into two classes so that in odd numbered years the President and Treasurer shall be elected and in even numbered years the Vice President and Secretary shall be elected. Terms of directors shall be divided into two classes so that in the year in which the President and Treasurer are elected by the membership two Directors shall also be elected. In the alternate year, the other three Directors shall be elected.
Section 5. Regular, Supplemental and Special Meetings. Regular meetings of the Board shall be held at least four times a year. Attendance may be in person or telephonically, when necessary. Attendance by telephone shall constitute presence in person at a meeting and shall be included when determining a quorum and voting. Supplemental meetings of the Board may be called by the President as necessary. Attendance at the supplemental meetings will be conference call or similar communications equipment which permits all persons participating in the meeting to communicate with each other at the same time. Any action taken during these supplemental meetings shall be considered valid and adopted upon affirmative vote of the directors in attendance. Special meetings of the Board may be called by the President, or upon the written request of five Board members. The time and place for all regular meetings shall be fixed by the Board and ten days prior notice thereof shall be given by mail or electronic means. The time and place of all special meetings shall be fixed by the President and shall be given by mail unless less than seven days notice is given in which event notice shall be given by telephone, telecopier or other electronic means not less than three days prior to the meeting date.
Section 5a. Attendance. Members of the Board are expected to attend all board meetings each year. Any director who is absent without a bona fide reason from two (2) regular meetings during one year period or more than two (2) consecutive supplemental meetings may be deemed to have resigned from the Board of Directors. The vacancy shall be filled pursuant to Article III, Section 2 of these Bylaws.
Section 6. Quorum. Five members of the Board shall constitute a quorum at regular meetings of as the Board of Directors and five shall constitute a quorum at special meetings. Except as provided in Article 1 1 1, Section 2 of these Bylaws, the act of majority of the members present at a meeting at which a quorum is present shall be the act of the Board.
Section 7. Action by Mail or Telephone Poll. If, in the opinion of the President, action upon any matter cannot reasonably be deferred until the next scheduled meeting of the Board, he may direct that the members of the Board be polled by mail, telephone, telecopier or other electronic means. The Secretary shall notify all Board members of the result of each such poll in writing. The results of such poll shall be valid as if adopted at a meeting of the Board.
Section 8. Reimbursement for Expenses. Reimbursement for expenses incurred in the performance of bonafide ASDA business as directed by the Board or President may be authorized by the Executive Director with the concurrence of the President. Reimbursement of expenses may be requested by submitting such requests to the Executive Director for approval. The Executive Director shall, under the supervision of the Treasurer, review on a continuing basis all expense accounts for the purpose of assuring such accounts have not been abused. Reimbursement of travel expenses is not to exceed the lowest regularly available economy coach airfare actually incurred by members of the Board. The President will administer the procedure for requesting reimbursement.
Section 1. Officers. The officers shall consist of a President, Vice President, Secretary, and Treasurer, each of whom shall perform the duties incidental to the office. They shall take office on the 1st day of July in the year of their election and shall serve without compensation for a two-year term and until their successors are elected and qualify. Only members of the Association pursuant to Article VI, Sections 1, and 1a of these Bylaws shall be eligible for nomination and election as an officer.
Section 2. President. The President shall be chief executive officer of the Association. He shall preside over all meetings of the Board and the Members pursuant to Article IV. He shall see that all duly duty adopted orders and resolutions of the Association are carried into effect. He shall be ex-officio a member of all committees with the right to vote, except for the Nominating Committee and shall have the general powers and duties of supervision, management and responsibilities usually vested in the office of President.
Section 3. Vice President. The Vice President shall perform the duties and exercise the powers of the President during the absence, death or disability of the President as well as such other duties as may be assigned by the President.
Section 4. Secretary. The Secretary shall attend all meetings of the members pursuant to Article IV and of the Board and shall preserve in books of the Association true minutes of the proceedings of all such meetings. He shall keep in his custody the seal of the Association and shall have authority to affix the same to all instruments where its use is required. He shall give all notices required by statute, these Bylaws, or any resolution of the Board. He shall perform such other duties as may be delegated to him by the Board.
Section 5. Treasurer. The Treasurer shall have charge of the custody of all corporate funds and securities and the keeping of books belonging to the Association including full and accurate accounts of all receipts and disbursements; he shall also have charge of deposit of all monies, securities and other valuable effects in the name of the Association in such depositories as may be designated for that purpose by the Board. He shall supervise the disbursement of the funds of the Association as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Board at regular meetings of the Board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the Association.
Section 6. Number of Terms. No person shall be elected to any one office more than twice.
Section 7. Executive Director. The Executive Director of the Association shall be vested with the power and authority set forth in these Bylaws and such other power and authority as shall be granted from time to time by the Board of Directors and he/she shall perform such other duties as may be delegated by the President and/or the Board of Directors.
Elections and Vacancies
Section 1. Election. Elections for officers and directors shall be held as follows:
A. On or before February 15th of each year the Board shall appoint from among Members of the Association a Nominating Committee of not less than three (3) members, and designate the chairman thereof. The names of the appointees shall be published in an official publication. Not later than March 15th of each year the President shall appoint such Inspectors of Election as the President shall deem necessary. Committee members may not be members of the Board.
B. The Nominating Committee may endorse at least one (1) candidate from among the Members for each office. The endorsement shall be in writing, signed by the chairman of the Nominating Committee, and delivered to the Secretary not later than April 1st.
C. A petition signed by twenty-five (25) members nominating an additional candidate or candidates for specific office or as a director may be delivered to the Secretary not later than April 15th.
E. The Secretary shall prepare a printed ballot, which shall contain: (1) The name of each person endorsed and the method of endorsement; and (2) Sufficient space for the entry of other candidates by the member voting.
F. Not later than May 1st, the Secretary shall cause a ballot to be mailed or electronically sent to each member entitled to vote. The ballot shall indicate that it must be returned to the Secretary by first class or air mail postage prepaid, by a date specified, which shall be not less than twenty (20) days subsequent to the date of mailing of the ballots. The ballot will be unsigned and transmitted in an unaddressed and sealed envelope marked 'Ballot' and be contained in a regular envelope addressed to the Secretary or person designated by the Secretary to accept ballots on his behalf. The unaddressed ballot envelope will remain sealed until opened to be counted.
G. Once received, the ballots shall be tabulated as soon as practicable and said results published in the official publication.
H. The Board of Directors may establish such additional election procedures as it may deem necessary so long as they are consistent with the provisions of the Bylaws.
Section 2. Vacancies. Vacancies in any office or directorship, shall be filled by appointment made by a majority of the remaining members of the Board. Each person so appointed shall remain in that position until his successor has been elected by the Members and shall qualify.
Section 3. Appointment and Removal of Employees and Agents
A. The Board may appoint such employees and agents as it may from time to time consider in the best interest of the Association, and fix their powers and compensation. Appointees need not be members of the Association.
B. Any officer or agent appointed pursuant to this Section 3 may be removed by the Board whenever, in its judgment, the interests of the Association will be served thereby.
C. No Officer or Director shall concurrently serve as Executive Director or as a paid employee of the Association.
Meetings of Members
Section 1. Annual Meetings of Members. At least once during each calendar year, the Board shall direct that an annual meeting of Members be held, and fix a time and place thereof.
Section 2. Special Meetings of Members. Special meetings of Members may be called by the President or any five members of the Board acting together in writing.
Section 3. Notice. At least thirty (30) days prior to the date fixed, notice of the annual or a special meeting of Members shall be published in an official publication of the Association to all members.
Section 4. Attendance by Board. Unless excused by the President, all members of the Board shall attend all annual and special meetings of Members.
Section 5. Order of Business
A. If a quorum is not present, meetings of Members may adopt resolutions indicating the sense of the meeting, which shall be considered at the next meeting of the Board.
B. Whether or not a quorum is present, all Members shall be entitled to attend and discuss the affairs of the Association with the Board.
Section 6. Quorum. At any annual or special meeting, a quorum shall consist of 10% (per cent) of the voting membership.
Section 1. Standing committees. At the first meeting of the Board held after January 1 in each year, the President shall appoint after consultation with the Board from among the members of the Board to the extent possible.
A. A chairman of the Membership Committee;
B. A chairman of the Bylaws Committee; and
C. A chairman of the Legal and Ethics Committee - The Committee Chairmen shall name additional members to the Membership Committee, Bylaws Committee, and Legal and Ethics Committee who need not be members of the Board.
Section 2. Special Committees. The Board may from time to time create special committees, and designate their function and term of office. Members of special committees shall be named by the Chairman of the Committee and need not be members of the Board or members of the Association unless so established by the Board. The President shall designate after consultation with the Board the chairman of the committee.
Section 3. Membership Committee. The Membership Committee shall exercise the functions assigned to it by Article VI of these Bylaws By Laws.
Section 4. Bylaws Committee. The Bylaws Committee shall keep the Bylaws under continuous study for the good and welfare of the Association.
Section 5. Legal and Ethics Committee. The Legal and Ethics Committee shall maintain general supervision over the Code of Conduct disciplinary actions and arbitration procedures under rules adopted by the Board.
Section 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as original appointments.
Section 7. Term. The Chairman and all members of the Standing and Special Committees of the association serve at the discretion of the President of the Association after consultation with the Board.
Section 8. Quorum. Unless otherwise designated in the resolution cre¬ating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee.
Section 9. Rules. Each committee may adopt rules for its own government consistent with these Bylaws and the approved policy memorandums on file in the ASDA Policy Manual at ASDA Headquarters. Committee Chairs shall review their respective Policy Memorandums for completeness and consistency with the Bylaws for the good and welfare of the Association.
Section 1. Regular Member. Any individual natural person may apply for regular membership in the Association if he, or she
A. has been a dealer in philatelic material, supplies, accessories and publications, at the discretion of the Board of Directors or in the opinion of the Board of Directors is engaged in a trade, business or profession which directly advances and benefits the trade; and
B. furnishes documentary proof of two one years of professional experience in the stamp business or related business at the discretion of the Board of Directors; and
C. subscribes to and agrees to abide by all aspects of the Code of Conduct and Pledge of the Association; and
D. has attained the age of legal majority in the jurisdiction in which he resides.
Section 1a. International Members. A. International members should be members of their respective country's organization prior to requesting membership.
Section 2. Other Membership categories.
B. Honorary Member. The Board may grant Honorary Membership to any person or persons who have in their judgment served the trade and hobby of philately with distinction and honor. No dues shall be required of such memberships nor shall such Honorary Member be entitled to voting rights, and such memberships may be withdrawn by the Board at any time for good cause shown. Such membership shall be non-transferable. An honorary member upon payment of regular membership dues will be entitled to voting rights.
C. Affiliate Membership. Any individual, company, corporation, association, society or postal agency may apply for Affiliate Membership in the Association. Affiliate members may not vote or hold elected office in the Association or any of Its Chapters. An Affiliate membership may be withdrawn by action of the Board for good cause shown. Such memberships shall be non-transferable.
Section 3. Applications. Applicants for membership shall submit their application on forms prescribed by the Membership Committee accompanied by the application fee and dues for one (1) year. The application fee shall not be refundable but the dues shall be refunded if the application is not accepted.
Section 4. Publication. Names of applicants for membership shall be published in an official publication of the Association at least once prior to consideration by the Membership Committee. Such information shall be published at least thirty (30) days prior to consideration of such applicants by the Membership Committee, it being intended that the Membership of the Association have time to comment on any applicant.
Section 5. Approval. The Membership Committee shall report to the Board as follows: All applicants for membership and its recommendation as to each. If the report is accepted by at least five members of the Board, the person recommended for membership by the Committee shall become a member of the Association as of the date of the acceptance of the report.
Section 6. Non-acceptance. An applicant whose application for membership is not accepted may reapply not earlier than one (1) year after the date of the applicants notification of non-acceptance.
Section 7. Resignation. No Member shall be permitted to resign from the Association nor shall a Member be dropped for non-payment of dues, if charges against the Member are pending under Article VI. If the Board establishes procedures for the determination of complaints against Members, no Member shall be permitted to resign or be dropped for nonpayment of dues while such complaint is unresolved, unless otherwise specifically ordered by the Board.
Section 8. Any individual person, upon acceptance to membership, and any changes thereafter, shall register with the Association all philatelic corporations, partnerships, or other entities in which he holds a financial or stock interest of substantial nature or in which he holds a position as officer, director or employee and shall take full responsibility for the obligation of the said entity to meet the same standards of dealing imposed upon him individually by the Association and can be disciplined pursuant to the Article VI I of the Bylaws for the action of such entity.
Section 9. Reinstatement. An individual who has resigned from the organization or whose membership has been terminated for non-payment of dues may apply to the Board of Directors for reinstatement if:
A. The application for reinstatement is made during the same calendar year in which the individual was dropped from membership
B. The application for reinstatement is accompanied by an amount equal to the annual dues plus a surcharge of 20%
C. The individual has no outstanding or unresolved violations as defined in Article VII. Acceptance of a request for reinstatement is solely at the discretion of the Board of Directors.
Section 10. An individual who has been expelled for cause may apply for membership in the Association if:
A. (1) A period of seven (7) years has lapsed since the completion of any sentence and/or probation period if such individual has been convicted of, or has pleaded guilty to any crime and: (2) during said seven (7) year period the individual has been active in the stamp business, and (3) the applicant has, in the opinion of the Board of Directors, conducted his professional stamp and business activities in a manner consistent with the Code of Conduct and Bylaws: An individual applying for membership under this provision shall also meet all other criteria provided for regular membership in these Bylaws. or
B. (1) a period of seven (7) years has elapsed since the applicant has been discharged in bankruptcy, and, (2) during said seven (7) year period the applicant has been active in the stamp business, and (3) applicant has, in the opinion of the Board of Directors, conducted his professional stamp and business activities in a manner consistent with the Code of Conduct and Bylaws;
C. (1) a period of seven (7) years has elapsed since the applicant has settled and resolved all outstanding debts and claims made against him or her, which have not been discharged in bankruptcy, and, (2) during said seven year period the applicant has been active in the stamp business, and (3) applicant has, in the opinion of the Board of Directors, conducted his professional stamp and business activities in a manner consistent with the Code of Conduct and Bylaws; An individual applying for membership or reinstatement under this provision shall also meet all other criteria provided for regular membership in these Bylaws.
Conduct and Discipline
Section 1. Code of Conduct. The Board shall establish a Code of Conduct for the Association, which shall be binding upon all Members. The Board may amend the Code of Conduct at any time; provided that no change shall be effective until one (1) month after the amendment has been published in an official publication of the Association.
Section 2. Action by Board of Directors. If any Member is ruled by the Board to have committed any of the acts prescribed in Section 3 of this Article, the Board may censure, suspend, expel or otherwise discipline the Member. Notice of such action may be published in an official publication of the Association. The Board may establish and amend Trade Practice Rules governing the procedure to be followed in such cases; provided, that such rules shall afford the Member of a fair hearing and the right to counsel. The Board may delegate the conduct of the hearing to a committee of Members.
Section 3. Violation. A. Any Member may be subject to censure, suspension, expulsion or other action of the Board who alone, or through the Member's partners, employees, agents or servants:
(1) Violates the Code of Conduct or the Bylaws;
(2) Fails to pay the Member's lawful obligations within a reasonable time;
(3) Fails to answer communications addressed to the Member by the Association or its duly authorized officers or appointees;
(4) Fails to participate in any arbitration proceeding conducted by the Association;
(5) Knowingly makes a false statement to the Association or its representatives;
(6) So conducts the Member's business as to bring disrepute to the trade or to lessen public confidence in stamp dealers; or
(7) Is convicted, pleads guilty, or pleads nolo contendere (or the equivalent) to a crime involving moral turpitude under the laws of the Jurisdiction in which the Member is charged or resides. So long as charges are pending pursuant to subparagraph (7) of this Section 3 and all appeal rights shall not have been exhausted, such Member may be suspended from Membership in the Association.
Section 4. Suspension. During any period of suspension a member shall not be eligible to receive any of the benefits of membership, participate as a member in the affairs of the Association, or hold any elected or appointed office. Should any officer or director be placed on suspension, their vacancy shall be filled pursuant to Article III, Section 2.
Section 5. Costs of Complaints Whenever three (3) or more complaints, involving matters upon which disciplinary action could be taken by the Association, have been filed or are outstanding within any twenty-four (24) month period against a member, the Board of Directors may, in its sole but reasonable discretion, assess against said member the costs of the Association related to the handling of these complaints or inquires, including but not limited to legal fees, staff time and costs of communication.
Section 1. Creation. Not less than ten (10) voting Members may apply to the Board for the establishment of a Chapter of the Association. The application shall contain the proposed name of the Chapter and the geographic area which it proposes to encompass. Upon acceptance by the Board, the Members may proceed to establish the Chapter.
Section 2. Regulation. Each Chapter may establish its own Bylaws and rules, not inconsistent with these Bylaws and any resolution of the Board, which shall include the following
A. Only Members of the Association shall be members of the Chapter;
B. The Chapter shall file with the Secretary the names and addresses of its officers as elected from time to time;
C. The Chapter shall hold not less than three (3) meetings during each calendar year;
D. Copies of the minutes of all Chapter meetings shall be sent to the Executive Director at the principal offices of the Association;
E. No Chapter shall be or hold itself out to be an agent of the Association.
Section 3. Suspension or Revocation of Authority. The Board may suspend or revoke the authority of any Chapter for any cause which would result in like action against an individual Member, or if the Chapter in the sole discretion of the Board of Directors of the Association, becomes inactive.
Section 4. Chapter Shows. Chapters are encouraged to sponsor and support philatelic bourses and exhibitions. The Board may by resolution agree to advance initial costs as a loan or guarantee a Chapter against losses in the operation of a philatelic event, to the extent specified in its resolution.
Dues and Fees
Section 1. Establishment of Dues. There shall be four classes of membership in the organization; to wit: regular, international, honorary, and affiliate. For each dues period the Board of Directors shall establish the annual rate to be paid by all Members.
Section 2. Notice. If the annual dues established by the Board exceed the rates for the current period, notice of the new rates shall be published in an official publication not later than November 15th.
Section 3. Payment. Full membership dues shall be paid on December 31st. Dues for new Members after January 1st shall be prorated on a quarterly basis to the beginning of the quarter preceding their admission to Membership.
Section 4. Failure to Pay.
A. If the dues of any member remain unpaid on January 1st, a 10% surcharge of the amount due may be assessed and become a part of the total amount due. Notice of any member's termination shall be published in the official publication of the Association.
B. If the total amount due of any member remain unpaid on January 31st, the individual's membership in the Association may be terminated on February 1st.
Section 5. Refunds. No dues shall be refunded to any Member whose membership terminates for any reason.
Contracts, Checks, Deposits and Funds
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents, in addition to the officers authorized by these By Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confirmed to specific instances.
Section 2. Checks, Drafts, etc. ALL checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination, such instruments shall be signed by the Treasurer and countersigned by the President, Vice President or Secretary.
Section 3. Deposits. All funds of the Association shall be promptly deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the board may select.
Section 1. Method of Proposal of Amendments. The Board may propose amendments to these By Laws at any time or such amendments may be proposed by petition of 20% of the membership addressed to the Board. All such proposed amendments if timely received will be presented by the Board to the membership with or without recommendations not later than the next following annual meeting of the Association.
Section 2. Publication. The proposed amendment shall be published in an official publication, and shall be accompanied by a ballot where-on voting Members may vote to approve or disapprove.
Section 3. Voting. The Board shall establish a date which shall be at least thirty (30) days after the date of publication, for the return of ballots. A simple majority vote of members voting is sufficient to adopt an amendment.
Section 4. Certification of Results. On or after the final date for the return of the ballots, the Secretary or the Secretary's designee shall tabulate the results, and certify the same to the President.
Section 5. Effective Date. An Amendment shall become effective on the date specified. If no date is specified, the amendment shall be effective upon the date of certification of adoption which fact shall be included in the publication in an official publication.
Section 1. Definitions. As used in these By Laws:
A. "Association" means the American Stamp Dealers Association, Inc.
B. "Board" means the Board of Directors of the Association
C. "Official Publication" shall mean any communication addressed to all the Members of the Association.
D. "Qualify" when used with respect to election of officers and directors shall mean such time as the officer or director shall become eligible to serve under applicable law and the By Laws of the Association.
E. "Member' unless otherwise stated means an individual natural person admitted to membership in the Association pursuant to Article VI of these By Laws.
Section 2. Titles. The titles of articles and sections are used for reference only, and have no substantive effect.
Section 3. Fiscal year. The fiscal year of the Association shall be the calendar year unless otherwise determined by a two-thirds vote of the Board.
Section 4. Notice. Any notice required to be given under these By Laws is effective upon deposit in the United States mails, postage prepaid or electronic communication,
Section 5. Audit. The accounts of the Association may be audited by a Certified Public Accountant who shall be appointed by the Board. A summary of such audit shall be published as soon as practicable after receipt and acceptance of same by the Board in an official publication of the Association.
Section 6. Annual Financial Reports. The Treasurer of the Association shall cause to be prepared and published in an official publication a summary of the annual financial operations of the Association.
THE EFFECTIVE DATE OF THESE BYLAWS IS JULY 1, 2002
AMENDED JULY 1, 2020