AMERICAN PHILATELIC SOCIETY
Board of Directors
ETHICS GUIDELINES
Approved February 11, 1998

The American Philatelic Society relies on deliberate, thoughtful and disinterested decision making by members of its Board of Directors.  Members of the Board are expected to exercise the utmost good faith in all transactions touching upon their duties to the Society, its members and its property.  Each director is in a fiduciary position with the members of the Society and owes the membership a duty of loyalty in exercising his or her functions as a director.   

By accepting office as director, each acknowledges that with regard to any Society activity the best interests of the Society and its members must prevail over the director’s individual interests. 

In their dealings with and on behalf of the Board, the directors shall be held to a strict rule of honest and fair dealings between themselves and the Society and its members.  No director shall use his or her position as such, or knowledge gained therefrom for personal profit in such a way that a conflict of interest might arise between the interests of the Society and those of the individual director.  Similarly, no director shall participate in any Board decision which may, directly or indirectly, result in personal financial gain to that director.

In order to implement these principles, the Board adopts the following guidelines to govern the relationship between the individual directors and the Society.

Employment with the Society

No director may be an employee of the Society.  No employee of the Society may be a member of the Board of Directors.

A relative of a Society employee may serve on the Board, provided any such relationship, by blood or by marriage, is disclosed to the membership.  This disclosure must occur in a timely manner at the time of the director’s candidacy for the Board or when a change in relationship occurs which would require disclosure.

Contacts with the Society

No director or his or her spouse or minor child or any corporation, partnership, association or other organization in which a director, a director’s spouse or minor child has a beneficial interest, shall enter into any contract with the Society or the APRL for personal financial gain, unless approved by a majority vote of the Board of Directors after full disclosure to the members of the potential conflict of interest.

It is the duty of the director involved in such a potential conflict to immediately inform the Board of Directors and the Executive Director of the existence of a prohibited relationship if such a contract should come under consideration by the Society.

Services Provided by the Society

Any Board member serving on the APEX Committee of Experts or as an examiner for the Sales Division at the time of his or her election to the Board may continue to serve in that capacity.  Any Board member who is asked to perform these functions after election to the Board may do so subject to the approval of the Board.  Board members will be compensated for these services at the same rate as others performing the same services.

Publications

Members of the Board may write articles for The American Philatelist, the Philatelic Literature Review, or other Society or Library publications, for which they will receive compensation  at  standard  rates, except  that  no Board  member will  be compensated  for regular columns in any Society publication reporting on Society activities or written as a result of the member’s official duties on the Board. Acceptance of a manuscript from a Board member for publication will be subject to the same approval process as manuscripts from any other source.

The Society may publish a book or pamphlet written by a member of the Board, provided that the editor believes that it has sufficient merit and the Executive Director believes that the publication meets the Society’s financial criteria that it will make money.  Any publication contract with a Board member is subject to approval by the Board of Directors.  The Board may delegate this responsibility to the Finance Committee, provided that if such director/author is a member of the Finance Committee, he may not participate in its deliberations respecting his work or vote on the acceptance of the same.

From time to time the Society may accept a book on consignment from a director for sale at the headquarters building.  This may be done when, in the opinion of the Executive Director, it is in the Society’s financial interest to do so or when it would promote the hobby or philatelic research. In such cases, there will be no advance payment for the publication.

Assistance to Society Members

Members of the Society occasionally approach a Board member for advice about the disposition of a philatelic collection or other related materials.  If the director is recognized by the APS as a dealer and is listed in the Handbook of Services as such, no further disclosure is required, since it is assumed that the member knows of this commercial relationship and understands that a dealer may give advice which will result in his or her financial benefit.

However, members should reasonably be able to assume that advice received from a director who is not known to be a dealer will be completely disinterested under the terms of that director’s fiduciary duty of loyalty to each member of the Society.  In such cases the director is expected to give the member his or her best advice.  If the director refers the member to a dealer by whom the director is employed, even on an occasional basis, the member must be informed in a timely fashion that a business relationship exists between the member and the dealer. In any case where the director may receive a finder’s fee or otherwise benefit from the transaction, the director shall so inform the member.  Should compensation occur unexpectedly after the fact, the director must inform the member promptly.

Reimbursement of Expenses

No member of the Board shall receive compensation for his or her services as a Board member.

Members of the Board may receive reimbursement for actual expenses for attending Board meetings and for other official travel on Society business when the reimbursement has been specifically approved in advance by the Executive Director. Reimbursement shall be within limits established by the Society’s approved travel policy.

In the exercise of their responsibilities, individual directors may travel to stamp shows or represent the Society at philatelic events.  As a general rule, directors will receive no compensation for such activities.  Exceptions will be when a director has been specifically asked by the President or Executive Director to represent the Society or when the Board has approved in advance the reimbursement of specific expenses.

Other documentable expenses, such as telephone and copying charges, may be reimbursed when directly related to Society business.  For most directors these charges are small and the director is encouraged to donate the expenses to the Society.  Where reimbursement is appropriate, the bills must be submitted with supporting documentation to the Executive Director for approval.

Board Responsibilities