Chronology of By-Laws Amendments
(1) Amended and restated By-Laws were adopted by Letter Ballot dated April 15, 1977. The following notes detail changes subsequent to April 15,1977, and, where known, detail changes to By-Laws prior to the restatement in 1977.
(2) ARTICLE II 'Offices' was apparently adopted as part of the 1977 restatement. The then ARTICLES II through XV were renumbered as ARTICLES III through XVI.
(3) On May 30,1976, Section 4 of the then ARTICLE II 'Members' was amended. The text before amendment is not available. The new text is set off by asterisks:
Members who failed to pay dues within sixty (60) days of the due date shall be *{*sent a notice of delinquency by the Treasurer or an Assistant Treasurer. Members failing to pay dues within sixty (60) days of this notification shall be notified that they will be Dropped for Non-Payment of Dues after an additional thirty (30) days. Issues of The Chronicle shall not be forwarded to members who have been sent a notice of delinquency. Members who have been Dropped for Non-Payment of Dues shall be readmitted to membership only by qualifying as a new member and paying dues for both the current and the next fiscal year, in advance, at the time of their application for reinstatement.*}*
Upon complaint of one member of the Society against another involving unethical conduct, *{*the member shall be notified of such complaint and given thirty (30) days to explain or to settle the matter of the complaint*}*; the Board of Directors shall examine such charges *{*and the response or failure to respond to such notice of complaint,*}* and if substantiated and regarded by the Board as sufficiently serious to warrant disciplinary action the accused member may be suspended for an indefinite period or expelled from membership in the Society.
*{*Any member convicted of a crime involving philatelic material by any court of record will be considered guilty of unethical conduct and without formal complaint or notice be expelled from membership*}*.
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause.
A member thus suspended or expelled, deeming himself unjustly treated, may request reconsideration of his case, presenting such new evidence as he may be able to submit; *{*such reconsideration shall take place at the next regular meeting of the Board following suspension or expulsion and shall require an affirmative vote of two-thirds of all members of the Board for passage*}*.
(4) On April 30,1982, a change to Section 4 of ARTICLE III 'Members' was passed. In the then second paragraph, the text which read:
...the accused member may be suspended for an indefinite period or expelled from membership in the Society.
was changed to read:
...the accused member may be suspended for a definite length of time, suspended for an indefinite period or expelled from membership in the Society.
This entire paragraph was subsequently deleted by (5).
(5) On May 19,1988, the second paragraph of Section 4 of ARTICLE III 'Members' was deleted. The deleted text had read:
Upon complaint of one member of the Society against another involving unethical conduct, the member shall be notified of such complaint and given thirty (30) days to explain or to settle the matter of the complaint; the Board shall examine such charges and the response or failure to respond to such notice of complaint, and if substantiated and regarded by the Board as sufficiently serious to warrant disciplinary action the accused member may be suspended for a definite length of time, suspended for an indefinite period or expelled from membership in the Society.
(5a) On April 30,1982, a new ARTICLE III 'Members', Section 7, entitled Local Chapters, was adopted. The new section reads:
Upon the written request of a minimum of five (5) members of the Society residing within a 50 mile radius of the proposed meeting place, the President may authorize the formation of local chapters of the Society. The Board may, in its discretion, adopt either rules or guidelines for the operation of local chapters.
(6) On May 30,1976, a Section 1 was inserted into the then ARTICLE III 'Meetings of Members'. The then Sections 1 through 5 were renumbered as Sections 2 through 6.
(7) On April 30,1982, a new ARTICLE IV 'Meetings of Members', Section 7, entitled Procedures for Official Regional Meetings, was adopted. The new section reads:
Any Regional Vice-President may hold one or more meetings in his region each year. No business will be taken at any regional meeting that purports to be binding in any manner upon the Society.
(8) On May 30,1976, the then Section 9 of the then ARTICLE V 'Officers' was deleted. The Section was entitled 'Duties of the Scribe' and the deleted text is not available.
(9) On May 30,1976, ARTICLE XIV 'Amendments of By-Laws' was added. This ARTICLE was renumbered as ARTICLE XV by the change in footnote (2).
(10) On May 30,1976, ARTICLE XV 'Dissolution' was added. This ARTICLE was renumbered as ARTICLE XVI by the change in footnote (2). The added text read:
In the event of the dissolution of the U. S. Philatelic Classics Society, Inc., all of the net assets of the Society shall be paid over and distributed to The Philatelic Foundation, Inc., of New York City.
(11) On April 15,1977, ARTICLE XVI 'Dissolution' was deleted as part of the amended and restated By-Laws, which were adopted by Letter Ballot. The deleted text read:
In the event of the dissolution of the U. S. Philatelic Classics Society, Inc., all of the net assets of the Society shall be paid over and distributed to The Philatelic Foundation, Inc., of New York City.
This language was redundant with paragraph 2 of ARTICLE I 'Purposes and Scope of the By-Laws'.
(12) On August 21,1993, a general amendment to the By-Laws was adopted to make them gender neutral throughout.
(13) On August 21,1993, a change to the second sentence of ARTICLE I 'Purpose and Scope of the By-Laws' was adopted to delete the requirement to maintain a philatelic library. The deleted text read:
--through the maintenance of a philatelic library
(14) On August 21,1993, a change to ARTICLE III 'Members', Section 2 'Election of Members,' was adopted to delete the last sentence. The deleted text read:
The acts of the Membership Committee shall be submitted to the Board for ratification at least annually.
(15) On August 21,1993, a change to ARTICLE III 'Members", Section 3 'Voting Rights,' was adopted. The text which read:
Each member shall be entitled to one vote for each member of the Board to be elected, and on any other matters submitted to a vote of the members by the Board.
was changed to read:
Each member shall be entitled to one vote for each member of the Board, without cumulative voting, and on any other matters submitted to the membership for vote by the Board.
(16) On August 21,1993, a change to ARTICLE III 'Members', Section 4 'Termination of Membership,' was adopted. In the last sentence of the first paragraph, the text which read:
...qualifying as a new member and paying dues for both the current and the next fiscal year, in advance, at the time of their application for reinstatement.
was changed to read:
...qualifying as a new member paying dues for the current fiscal year, in advance, at the time of their application for reinstatement.
(17) On August 21,1993, a change to ARTICLE VI 'Officers', Section 5 'Duties of the President,' was adopted. The text which read:
to fill by appointment any vacancy occurring between elections in any elective office other than the Board, for the remainder of the vacating officer's unexpired term only
was changed to read:
to fill by appointment any vacancy occurring between elections in any elective office other than the Board, until the election of a successor at the next regular meeting of the Board
(18) On August 21,1993, a change to ARTICLE IV 'Meetings of Members', Section 7 'Procedures for Official Regional Meetings', first sentence, was adopted. The text which read:
Any Regional Vice-President may hold one or more meetings in his region each year.
was changed to read:
Any local chapter of the Society or Regional Vice-President may hold one or more meetings in that region each year.
(19) On August 21,1993, a change to ARTICLE VI 'Officers', Section 6 'Duties of the Vice-President,' was adopted to add an additional duty of the Vice-President. The added text read:
to coordinate the activities of the Regional Vice-Presidents
(20) On August 21,1993, a new section was adopted to ARTICLE VI 'Appointive Officers'. The new section reads:
Section 3. Regional Vice-Presidents
The President may appoint up to fifteen (15) Regional Vice-Presidents (RVPs.) Regions will be selected based on society membership numbers and the general public philatelic activity in the different parts of the country. The responsibilities and duties of the RVPs will be assigned by the President and their activities coordinated by the Vice-President. RVP responsibilities will include:
a. Coordinate Society activities in their region by providing "point-of-contact" support to members.
b. Assist the Membership Chairman with recruiting activities in their region.
c. Act as Society representative at philatelic shows in their region, arranging for periodic gatherings of society members and seminars on classic U.S. philatelic subjects.
d. Act as local representative to support arrangements for the Society Annual Meeting when held in their region.
RVPs may not conduct business that purports to be binding in any manner upon the Society.
(21) On May 20, 1995, a change to Article V 'Board of Directors,' Section 3 'Regular Meetings,' was adopted, which removed the restricting requirement to have the Board of Directors meet immediately after the annual meeting of members. The text which read:
A regular annual meeting of the Board shall be held without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of members.
was changed to read:
A regular annual meeting of the Board shall be held without other notice than this By-Law at the same place as the annual meeting of members.
(22) On November 19, 2005, a change to Article V 'Board of Directors,' Section 3 'Regular Meetings,' was adopted, which added the following language at the end of that section. The text of which reads:
The Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting for all purposes, including the number of Directors required for a quorum. Any action required or permitted by these Bylaws at a Board regular meeting or special meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes or filed with the corporate records reflecting the action taken. Further, any action taken under this means is effective when the last Director signs the consent, unless the consent specifies a different prior or subsequent date. A consent signed under this provision has the effect of a meeting vote and may be described as such in any document.
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