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Constitution of the St. Helena, Ascension, and Tristan da Cunha Philatelic Society
ARTICLE I -- NAME
Section 1. The name of the organization shall be the Saint Helena, Ascension and Tristan da Cunha Philatelic Society.
Section 2. Hereafter in this document and bylaws, the organization shall be referred to as "the Society."
ARTICLE II -- PURPOSE
Section 1. The objectives of the Society are:
1a. to promote the study and research of philatelic matter relative to the islands of St. Helena, Ascension and Tristan da Cunha;
2a. to promote and develop the collecting of philatelic items and materials issued by or relative to these islands;
3a. to disseminate news and knowledge relative to these islands;
4a. to foster friendship among such collectors;
5a. to foster philatelic aid and friendship with residents of these islands;
6a. to aid the Society's membership to acquire and/or dispose of philatelic or philatelically related items.
ARTICLE III -- MEMBERSHIP
Section 1. Membership in the Society shall be open to all interested stamp collectors. Dealers may also become members.
Section 2. All members must abide by the Constitution and Bylaws of the Society.
Section 3. All members shall be liable for payment of dues except as provided in the Bylaws.
Section 4. Only active and life members in good standing shall be permitted to vote and/or hold office.
Section 5. Members shall conduct themselves properly and ethically at all times.
ARTICLE IV -- OFFICERS
Section 1. Elected officers shall consist of a President, Vice President, Secretary, and Treasurer.
Section 2. The Board of Directors shall consist of all elected and most appointed officers plus elected Board members as enumerated in the Bylaws.
ARTICLE V -- GOVERNMENT
Section 1. The government of the Society shall be vested in the Board of Directors.
Section 2. All elected officers and elected members of the Board of Directors shall have two (2) year terms.
Section 3. Limitations and qualifications for terms as Officers and Board members shall be prescribed in the Bylaws.
Section 4. Audit responsibility shall be vested in the Board of Directors.
ARTICLE VI -- RECEIPTS
Section 1. All monies received by the Society for and from any of its activities shall be forwarded to the Treasurer and placed in the Society's accounts except as the Treasurer shall direct.
ARTICLE VII -- OFFICIAL PUBLICATION
Section 1. The Society's official publication shall be South Atlantic Chronicle - The Journal of the St. Helena, Ascension and Tristan da Cunha Philatelic Society.
ARTICLE VIII -- DISSOLUTION
Section 1. The Society shall not be dissolved except under conditions specified in the Bylaws.
ARTICLE IX -- AMENDMENTS
Section 1. This Constitution shall not be altered except by a simple majority of affirmative votes cast by the membership. The number of members shall be determined by the total number of paid members as of the first day of the month in which the ballots are mailed. The membership shall have ninety (90) days in which to respond.
ARTICLE X -- INTENT
Section 1. This Constitution supersedes all previous rules and regulations of the Society.
Section 2. This Constitution becomes fully effective on January 1, 1987, and represents a revision of the original Constitution (dated January 1, 1980) that it supersedes.
BYLAWS OF THE SAINT HELENA, ASCENSION AND TRISTAN DA CUNHA PHILATELIC SOCIETY
ARTICLE 1 -- MEMBERSHIP
Section 1. Application for membership must be made to the Secretary and be accompanied by the first year's dues.
Section 2. Name, address (unless Secretary has been instructed to the contrary), and collecting interests of new members shall be published in the next issue of the South Atlantic Chronicle. If no objection to such member is expressed in writing to the President within thirty (30) days of publication, the new member shall be considered as accepted. If an objection is expressed, the Board of Directors shall investigate and decide what action is in order.
Section 3. Five (5) classes of membership shall exist as follows:
A. Active Member is one who pays dues and has rights of voting, participating in all departments and activities of the Society, as well as holding office.
B. Contributing Member is an active member who makes a monetary contribution to the Society in excess of the prescribed dues. On the annual membership list contributing members are so designated.
C. Honorary Members are those persons who, in general, are not philatelists but have rendered service to the Society. Any member may nominate such an individual for approval by the Board of Directors. Honorary members shall be so designated on the membership list. They have all the rights and privileges except for voting and holding office. Honorary memberships must be renewed each year by action of the Board of Directors.
D. Complimentary Memberships shall be granted by the Board of Directors at the recommendation of the President or Editor to any person or organization deserving of complimentary copies of the Chronicle and/or other publications. No rights pertain to this class of membership. The Board of Directors shall annually review the list of Complimentary Memberships.
E. Life Members are persons who are over twenty-one (21) years of age and who pay the Life Membership fee of twenty (20) times the current annual dues. Payment of the Life Membership fee may be made in one payment or in three, interest-free, equal, consecutive, monthly installments. Active member status is granted for the member's natural life.
ARTICLE II -- POWERS AND DUTIES OF OFFICERS
Section 1. General Statement
A. When the Society's membership numbers 100 or fewer active and life members, the officers shall be a President, Secretary, and Treasurer, and at least five members on the Board of Directors.
B. When the Society's membership numbers 101 or more active and life members, the officers shall be a President, Vice President, Secretary and Treasurer, and at least six members on the Board of Directors.
Section 2. Office of the President
A. As Principal Executive Officer, the President shall enforce the Constitution and Bylaws of the Society.
B. The President shall appoint and have general supervision over the Chronicle Editor and additional administrative officers not provided in the Constitution and Bylaws as well as members of special committees deemed necessary for the proper functioning of the Society.
C. The President shall call and preside at all meetings of the Society.
D. The President shall be the presiding officer of the Secretary to the Board of Directors.
E. The President shall have the power to fill vacancies among the officers of the Board caused by death or resignation from the active membership for the unexpired period of the position in question.
F. The President shall keep the membership informed of all activities of the Society and matters of general interest by means of reports published in the Chronicle.
G. The President shall prepare the annual budget in consultation with the appropriate officers and for submission for approval to the Board of Directors.
H. The President shall perform all other duties incident to that office.
Section 3. Office of the Vice President
A. The Vice President shall advise and assist the President.
B. The Vice President shall, in the absence, extended illness, or death of the President, assume all the duties and powers of the President.
C. The Vice President shall conduct publicity campaigns, secure publicity at stamp shows and conventions, and in all ways possible promote the Society.
D. The Vice President shall officially welcome new members into the Society.
E. The Vice President shall serve as a member of the Board of Directors.
Section 4. Office of the Secretary
A. The Secretary shall keep such records of the Society as are required by law, including, but not limited to, minutes of all meetings of the Board of Directors, all correspondance and notices both to and from the membership.
B. The Secretary shall keep an accurate and up-to-date membership file.
C. The Secretary shall provide the Chronicle Editor with updates on new members, deletions, and corrections prior to each edition of the Chronicle.
D. The Secretary on receiving membership forms from the Treasurer shall assign a membership number, set up records, and issue a membership card which is forwarded to the Vice President.
E. The Secretary shall send delinquent dues notices.
F. The Secretary shall serve as a member of the Board of Directors.
Section 5. Office of the Treasurer
A. The Treasurer shall keep in a safe place all unsigned negotiable instruments, cash and other valuable property of the Society.
B. The Treasurer shall be the only person authorized to maintain banking facilities in the Society's name. He or she shall write all checks, but the President also shall be an authorized signator in the case of emergency. The President shall have the authority to appoint another officer to be an authorized signator in his stead.
C. The Treasurer may delegate banking responsibilities in order to promote the efficient operation of funds. This may be done only with the approval of the Board of Directors.
D. The Treasurer or his/her agent shall receive all new membership forms, deposit dues, and forward forms to the Secretary.
E. The Treasurer shall provide funds to all Officers and Directors as provided in the Bylaws and Budget.
F. The Treasurer's records shall be audited annually.
G. The Treasurer shall send the President an annual statement of the Society's financial standing. The next issue of the Chronicle shall print the accepted report.
H. The Treasurer shall serve as a member of the Board of Directors.
Section 6. Presidents Circle
A. The Presidents Circle shall be a consultative body serving the officers and project leaders in an advisory capacity. In the event of a crisis, The Presidents Circle shall be available to provide balance and leadership.
B. The Presidents Circle shall be composed of all past presidents and the sitting president.
C. The members of the Presidents Circle shall select the Chairman from time to time means of a simple majority vote.
Section 7. Board of Directors
A. The Board of Directors shall be the principal administrative body of the Society and be composed of the current elected officers, Chronicle Editor, Webmaster, Immediate Past President, the Chairman of the Presidents Circle and four or five members at large so that the total number on the Board shall be an uneven number.
B. Members at large who serve on the Board of Directors should be prepared to lead at least one committee, provide stewardship of assets, provide counsel and support to the President and other officers, participate in recruitment and fellowship (including the writing of articles for the Chronicle), and contribute actively to the mission and programs of the Society.
C. The Board of Directors shall establish all Society policy except for those issues which the Board shall decide to present to the membership as a whole for a vote. The Board shall arbitrate disputes and be the final judge on membership problems.
D. Each member of the Board of Directors shall be entitled to one (1) vote. If the same person serves as Secretary and Treasurer concurrently, then he or she is entitled to only one (1) as a member or the Board of Directors.
E. A simple majority vote shall be necessary for any decision by the Board of Directors.
F. The Board of Directors shall have the power to require the election of a new Treasurer or any other officer who is not discharging the required duties of his/her office.
ARTICLE III -- QUALIFICATIONS FOR OFFICE
Section 1. To be eligible for an elected office, an active member must have been in good standing for two (2) years prior to election date.
Section 2. Members being nominated must accept the nomination in writing before the ballot is printed.
ARTICLE IV -- ELECTIONS
Section 1. Electon of Officers shall be held every two (2) years and shall take place in the last quarter of each odd numbered year. The ballots shall be distributed to active members and life members with the last Chronicle of the year and returned to the Secretary before December 15. The Secretary will tally the votes and report the outcome to the Board of Directors.
Section 2. Elected officers shall take office on January 1.
Section 3. Terms of all officers shall be two (2) years.
Section 4. No elected officer shall hold the same office for more than two (2) consecutive terms with the exception of the Treasurer and Secretary whose consecutivities are unlimited.
Section 5. The President shall in the second Chronicle of odd numbered years call for volunteers to offer themselves to the Board of Directors as candidates for the various offices.
A. Should an insufficient number of candidates be secured in this manner, the Board of Directors shall nominate candidates.
B. The Secretary shall, at September 15 of each year where the term of office of any office-holder or director-at-large is to expire at the end of that year, prepare a slate of candidates for each office and Board of Directors vacancy, to be presented to the membership via a ballot paper included with the next published Chronicle.
C. The Board of Directors shall have the power to delegate the nominating duty to a committee.
ARTICLE V -- DUES
Section 1. The annual dues shall be established by the Board of Directors, shall be based on anticipated Society expenses, and shall be published in the Chronicle.
Section 2. Dues are payable following issuance of the third quarter Chronicle and are delinquent on the following January 1.
Section 3. Applicants joining after October 1 shall be offered the option of applying the dues to the year in progress or to the following year.
ARTICLE VI -- OFFICIAL PUBLICATION
Section 1. The official publication shall be in the form of a Journal and shall be entitled South Atlantic Chronicle - The Journal of the St. Helena, Ascension and Tristan da Cunha Philatelic Society.
Section 2. The Chronicle shall be published in accordance with a schedule established by the Board of Directors.
Section 3. The Editor shall be appointed by the President with the approval of the Board of Directors.
Section 4. The Editor shall be a member of the Board of Directors with full voting rights.
Section 5. The Editor shall have the sole right to accept, modify, or reject any and all articles or advertisements submitted by members or non-members. The Editor shall publish reports received from Society officers and committees.
Section 6. Any by-line article or advertisement appearing in the Chronicle represents the opinion of the author and not that of the Society or Editor.
Section 7. A schedule of advertising rates shall be established by the Editor with the approval of the Board of Directors.
Section 8. The Editor shall pay no fees for articles to be published except with approval of the Board of Directors.
Section 9. The Editor shall be responsible for the distribution of the Chronicle to all paid, honorary, life and complimentary members.
Section 10. Written permission of the Editor must be obtained for any reproduction of material appearing in the Chronicle.
Section 11. In general, all funds received by the Editor shall be forwarded to the Treasurer. The Editor will operate from a fund provided by the Treasurer.
Section 12. The Editor may enter into publication exchange agreements with editors of other philatelic publications. Such publications received in exchange shall be deposited in the Society's Library.
ARTICLE VII -- OTHER APPOINTIVE POSITIONS
Section 1. The President, with the approval of the Board of Directors, shall have the power to appoint Directors for special Society activities and newly formed departments. The President shall develop with each such appointee a budget and procedures for carrying through all necessary duties of such a department.
Section 2. Each Department Director shall deposit any revenue with the Treasurer and shall operate from a petty cash fund provided by the Treasurer.
Section 3. Appointive officers have no fixed term of office but may serve as voting members of the Board of Directors.
ARTICLE VIII -- DISSOLUTION
Section 1. The Society shall NOT be dissolved as long as twenty-five (25) active and life members desire its continuance.
Section 2. In the event the Society is dissolved, all assets including property and cash shall be donated or distributed in whole or in part to the specialized society representing the nearest field of interest or to the American Philatelic Society.
ARTICLE IX -- RESIGNATIONS
Section 1. An elected or appointed officer who finds it necessary may resign the office by submitting a written resignation to the President. The President may resign by submitting a resignation to the Board of Directors.
Section 2. The President, with the approval of the Board of Directors, upon the resignation of an elected officer shall appoint a replacement officer to fill the unexpired term.
ARTICLE X -- BANISHMENT AND LOSS OF MEMBERSHIP
Section 1. Any officer, elected or appointed, may be removed from office by a single majority vote of the Board of Directors.
Section 2. Members shall be dropped from membership in the Society for non-payment of dues as of January 1.
Section 3. Any member shall be banished from the Society when and if PROVEN to the satisfaction of the Board of Directors that the member concerned has engaged in activities detrimental to the name or interests of the Society and/or its members.
Section 4. No officer of the Society shall use his or her Society office for personal, monetary profit. All such reported actions will be investigated by the Board of Directors with banishment as the ultimate penalty.
Section 5. A report of officers removed, members dropped, and members banished from the Society will be published in the Chronicle.
ARTICLE XI -- AMENDMENT
Section 1. The Bylaws shall not be altered or amended EXCEPT by a three-fourths (3/4) vote of the Board of Directors to do so.
Section 2. The proposed change shall be presented to the membership in the edition of the Chronicle following the decision by the Board of Directors.
Section 3. The proposed change shall become effective ninety (90) days after its publication in the Chronicle unless twenty-six (26) per cent of the full membership voice objection in writing to the President.
Section 4. No Bylaws may be enacted which conflict with the Constitution.
ARTICLE XII -- INTENT
Section 1. These Bylaws supersede any and all previous rules and regulations of the Society.
ARTICLE XIV -- IMPLEMENTATION
Section 1. This Constitution and set of Bylaws, duly revised and approved in 2008, shall become fully operational on October 1, 2008, superseding the Constitution and Bylaws of January 1, 1987.
May 4, 2008
last change: December 1, 2014