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American
Philatelic Research Library
Bylaws
INDEX
ARTICLE
I - SCOPE
It
is intended that all powers of the American Philatelic Research
Library, conferred upon it by virtue of its incorporation, shall
be executed in accordance with the provisions of the Bylaws;
and that admission to membership in the Library, the rights and
obligations of members, and the tenure of membership, shall be
entirely subject to and depend upon the provisions herein, and
the exercise of the authority herein conferred.
ARTICLE
II - MEMBERSHIP
Section
1. The membership of the American Philatelic Research
Library shall include:
a)
Active members, consisting of all members of the American Philatelic
Society;
b) Associate members, consisting of individuals who are not members of the
American Philatelic Society;
c) Institutional members, consisting of organizations or other libraries.
Section
2. The Trustees may designate members as Sustaining
or Contributing upon their making a donation in addition to
regular dues.
Section
3. The Trustees shall determine the dues and donations
for the several classes of membership.
Section
4. The Trustees shall determine the qualifications
and dues for life membership.
Section
5. A member pledging $1,000. Or more to the library,
payable over a period of not more than five (5) years, shall
be designated as a Founder. The roll of founders shall be closed
upon the enrollment of the one hundredth (100th) founder member.
Section
6. The Trustees may provide for the designation of
members as Patrons, Fellows, or Benefactors based upon grants,
gifts, or service to the library.
Section
7. The Trustees may establish additional forms of
special membership as may be desirable to carry out the purpose
of the Library.
Section
8. Associate and Institutional membership shall be
terminated upon reasonable notice after nonpayment of dues
or upon expulsion from the American Philatelic Society. Membership
may be terminated by the Trustees for failure to abide by library
rules or for conduct unbecoming a member after due notice and
after an opportunity is given to the member to be heard.
Section
9. The Court of Common Pleas of Centre County, Pennsylvania
shall have sole and exclusive jurisdiction to hear and determine
any issue or matter relating to these Bylaws, membership in the American
Philatelic Research Library, the rules, regulations, requirements
of the American Philatelic Research Library, any code of ethical
standard to which the American Philatelic Research Library subscribes,
and/or any other matter or issue between the American Philatelic
Research Library and any of its member(s). The Court of Common Pleas
of Centre County, Pennsylvania shall have sole and exclusive jurisdiction
to determine any contractual dispute or matter between the American
Philatelic Research Library and any member(s), including any action
for the collection of money due the American Philatelic Research
Library brought by or on behalf of the American Philatelic Research
Library for any reason whatsoever.
ARTICLE
III - MEETINGS
Section
1. The annual meeting of the Library shall be held
in conjunction with and at the time and place of the annual
meeting of the American Philatelic Society.
Section
2. Special meetings may be called by the Board of
Trustees.
Section
3. At any meeting of the membership, ten (10) members
personally present shall constitute a quorum and each member
shall be entitled to one (1) vote.
Section
4. Meeting[s] may be held within or without the Commonwealth
of Pennsylvania.
Section
5. Notice of meetings shall be published in The American
Philatelist and in the Philatelic Literature Review or mailed
to each member at least twenty (20) days prior to the day named
for the meeting. In the case of a special meeting of the members,
the notice shall specify the general nature of the business
to be transacted.
ARTICLE
IV - MANAGEMENT
Section
1. The affairs and properties of the Library shall
be managed by a Board of Trustees consisting of nine (9) members.
Section
2. Trustees shall be selected as follows:
a)
Three (3) shall be appointed by the President of the American
Philatelic Society with the approval of its Board of Directors.
b) Three (3) shall be elected by the active members of the American Philatelic
Society.
c) Three (3) shall be elected by the founders, patrons, fellows and benefactors.
d) Election of Trustees by active members shall be held in the odd-numbered
years in conjunction with the biennial election of APS officers, and ballots
may be included as part of the APS ballot.
e) Election of Trustees by founders, patrons, fellows and benefactors shall
be held at the same time as the biennial APS election but shall be by separate
mail ballot.
Section
3. Trustees shall hold office for a term of six (6)
years; one Trustee in each category to be elected or appointed
every two years.
Section
4. Interim vacancies upon the Board of Trustees may
be filled by the remaining members of the Board with the approval
of the President of the American Philatelic Society.
Section
5. The Board of Trustees may meet at any convenient
location within or without the Commonwealth of Pennsylvania.
A quorum for the transaction of business shall be five (5)
Trustees.
Section
6. The Board of Trustees may, by a majority of the
whole Board, delegate three (3) or more of its members to constitute
an Executive Committee to have and exercise the authority of
the Board in the management of such business as the Board shall
designate except as is restricted by law.
Section
7. One or more persons may participate in a meeting
of the Board of Trustees by means of a telephone or other communications
equipment which enables all persons participating in the meeting
to hear one another. Participation in a meeting pursuant to
this paragraph shall constitute presence in person at such
meeting. Any action, which may be taken at a meeting of the
Trustees, may be taken without a meeting if consents in writing
setting forth the action so taken shall be signed by all the
Trustees in office and filed with the Administrator.
Section
8. The Board of Trustees, with the approval of the
President of the American Philatelic Society, may declare vacant
the office of any Trustee who becomes of unsound mind, who
fails to perform his duties, who has been convicted of a felony,
or who has been suspended or expelled from membership in the
American Philatelic Society.
Section
9. The Board of Trustees shall have the authority
to employ administrators, librarians, and other employees necessary
for the operation of the corporate library.
Section
10. No Trustee shall receive a salary for his services
unless he should also be a paid administrative employee, but
Trustees may receive reimbursement for expenses and per diem
for attendance at meeting[s] in such sums as the Board might
determine.
Section
11. If any Officer or Trustee shall have two unexcused
absences from meetings of the Board, the office may be declared
vacant, at the discretion of the remaining members of the Board
of Trustees.
Section
12. Written notice of any regular or special meeting shall
be given at least five days previous thereto by express or first
class mail, postage prepaid, personal delivery, courier service,
telex, or facsimile transmission to the address, telex, or facsimile
number supplied by the Trustee to the Administrator for purpose of
notice. A Trustee may waive notice of any meeting. The attendance
of a Trustee at any meeting shall constitute waiver of notice of
such meeting.
Section
13. No Trustee shall be personally liable for monetary damages
for any action taken or any failure to take any action unless: (a)
the Trustee has breached or failed to perform the duties of his or
her office under Sections 5712 and Sections 5715 of the Pennsylvania
Non-Profit Corporation Law (relating to standard of care and justifiable
reliance), and (b) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness; provided, however, that the provisions
of this paragraph shall not apply to the responsibility or liability
of a Trustee for the payment of taxes pursuant to local, state or
federal law. The American Philatelic Research Library shall indemnify
and save harmless Trustees, Officers, and other corporate representatives
in accordance with provisions of the Pennsylvania Non-profit Corporation
Law.
Section
14. Upon dissolution of the Library, any surplus remaining
after providing for all liabilities of the corporation shall be distributed
to such other organization or organizations established and operated
exclusively for charitable, educational, religious, or scientific
purposes as shall at the time qualify as an exempt organization 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 Trustees shall determine.
ARTICLE
V - NOMINATIONS OF TRUSTEES
Section
1. Trustees to be elected by the active members of
the American Philatelic Society shall be nominated in the same
manner as nominations for officers of the American Philatelic
Society. To be placed on the ballot, the nomination must have
one (1) second made in the same manner as the officers of the
American Philatelic Society.
Section
2. Nominations of Trustees to be elected by the founders,
patrons, fellow, and benefactors shall be by a Committee appointed
by the President from members of the founders, patrons, fellows,
and benefactors or may be made by a petition of five (5) founders,
patrons, fellows or benefactors; such petition to be in writing,
presented to the Secretary not less than 60 days prior to any
election.
Section
3. To qualify for nomination, a Trustee must be a natural
person of full age and a member of the Library.
ARTICLE
VI - OFFICERS
Section
1. The officers of the Library shall be a President,
a Vice President, a Secretary, and a Treasurer, and such assistant
officers and/or agents as the Board shall deem necessary. The
duties of the officers shall be such as their title by general
usage would indicate, such as required by law, and such as
may be assigned to them respectively by the Board of Trustees
from time to time.
Section
2. Officers shall be elected by the Board of Trustees.
It shall not be necessary for the officers to be Trustees.
Section
3. Officers shall hold office for a term of two (2)
years or until their successors are elected and shall not serve
for more than two (2) consecutive terms in the same office.
Any officer or agent may be removed by the Board of Trustees
whenever in its judgment the best interests of the Library
will be served thereby.
ARTICLE
VII - AMENDMENTS
Section
1. These bylaws may be amended by a unanimous vote
of the Board of Trustees present and voting at any meeting.
Written notice of any proposed amendment shall be given to
each Trustee at least thirty (30) days prior to voting thereon.
Section
2. These bylaws may be amended by a two-third (2/3)
majority vote of the members present at any annual meeting,
or by a two-third (2/3) majority of members voting by mail
ballot at the time of any regular election of Trustees. Proposed
amendments by mail ballot shall be published in the American
Philatelist and in the Philatelic Literature Review at least
ninety (90) days prior to the vote being taken.
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