INDEX

• Article 1
• Article 2 -- Membership
• Article 3 -- Meetings of the Society
• Article 4 -- Officers
• Article 5 -- Duties of Directors and Officers
• Article 6 -- Committees
• Article 7 -- Divisions
• Article 8 -- The American Philatelist
• Article 9 -- Chapters
• Article 10 -- Affiliates
• Article 11 -- Funds, Finances, and Salaries
• Article 12 -- Limitations of Personal Liability
• Article 13 -- Amendments
• Article 14 -- Standing Resolutions

Article 1

1.2 Legal Jurisdiction. The Court of Common Pleas of Centre County, Pennsylvania, shall have sole and executive jurisdiction to hear and determine any issue of matter relating to these Bylaws, membership in the Society; the rules, regulations, requirements of the Society, and code of ethical standard to which the Society subscribes, and/or other matter or issue between the Society and any of its members.

1.3 Contractual Jurisdiction. The Court of Common Pleas of Centre County, Pennsylvania, shall have sole and exclusive jurisdiction to determine any contractual dispute or matter between the Society and any member(s), including any action for the collection of money due the Society brought by or on behalf of the Society for any reason whatsoever.

Article 2 -- Membership

2.2 Application. Application for membership in the Society shall be in writing and in such form as the Board of Directors shall from time to time prescribe.

2.3 Fees and Dues. The membership admission fee and annual dues of members shall be determined from time to time by the Board of Directors. If an application is not accepted, the fees and dues shall be refunded to the applicant.

2.4 Admission.
2.4.1 Procedure. Notice of application for membership shall be published in The American Philatelist in such form and detail as the Board of Vice Presidents shall prescribe. The National Headquarters shall act upon application for membership not earlier than 30 days after such publication and after all necessary investigations have been completed unless an objection or information relating to questioning the good character has been developed. In that event, the application will be referred to the Board of Vice Presidents for action. A rejected applicant may petition the Appeals Tribunal for reconsideration of the application and may submit additional pertinent information. The decision of the Appeals Tribunal upon such reconsideration shall be final.

2.4.2 Objection. Any member objecting to the admission of an applicant shall file, with the Executive Director, a written objection accompanied with supporting facts to substantiate the objection. All objections shall be investigated by the National Headquarters and the findings and results shall be reported to the Board of Vice Presidents.

2.4.3 An application for membership by a person under 21 years of age shall be subject to such special rules as the Board of Directors may direct.

2.4.4 Membership Numbers. Applicants shall be assigned membership numbers seriatim.

2.5 Life Membership.

(a) Any member, 18 years of age or over in good standing, may become a life member on payment of a sum to be established by the Board of Directors and published in advance to the membership and shall thereafter be exempt from all dues and assessments. An applicant desiring life membership shall include the life membership fee plus admission fee with the application.

(b) A member joining the Society prior to January 1, 1974, who has been continuously in good standing for a period of at least 30 years, and who has attained the age of 65 years, shall be granted Life Membership; or such member may obtain life membership by making a single sum payment of an amount equal to the total dues for the years required to pay dues to age 65 and 30 years continuous membership, or to such time after age 65 that 30 years' membership would accrue.

2.6 Family Membership. A child under 18 and/or a spouse of a member, residing with the member, may become a member of the Society by complying with all the requirements for membership and will be entitled to all rights of members and will be subject to all responsibilities of membership; however, the annual dues for each additional member of a family shall be one-half of the regular dues. The additional member or members shall not be entitled to receive The American Philatelist.

2.7 Good Standing. A member in good standing, within the meaning of that term as used in these Bylaws, is one who is not in default in the payment of dues or other indebtedness to the Society, and against whom no charges have been proven.

2.8 Resignation. The resignation of a member shall be submitted to the Executive Director and shall become effective at the end of the next month if such member has no charges pending and is then in good standing, or if not, at such later date as the member has no charges pending and/or shall be restored to good standing.

2.9 Non-Payment of Dues. If a member is in arrears in the payment of dues to the Society for a period of 30 days, that fact shall be certified to the Board of Vice Presidents by the Executive Director. If the dues in arrears are not paid within a period of time fixed by the Board of Vice Presidents, the delinquent member shall be dropped from membership.

2.10 Other Indebtedness. If after notice a member is delinquent in the payment of indebtedness to the Society for a period of 30 days that fact may be certified by the National Headquarters to the Board of Vice Presidents by the Executive Director for action.

2.11 Reprimand, Probation, Suspension, and Expulsion.
2.11.1 Grounds, Penalty. Any member found guilty by the Board of Vice Presidents of

(1) failure to pay indebtedness to the Society within the period of time affixed by that Board, and/or

(2) any fraudulent or unethical conduct as a stamp collector or dealer, and/or

(3) any conduct which has been declared by resolution of the Society or the Board of Directors to be conduct unbecoming to a member, may be reprimanded, placed on probation, suspended for a definite period, or expelled from the Society, or other appropriate sanctions. Actions taken by the Board of Vice Presidents may be published or unpublished.

2.11.3 Investigation, Defense, Hearing. Charges preferred against a member shall be investigated by the National Headquarters. In the event the charges are referred to the Board of Vice Presidents, at any hearing related to such charges, any party to the charges may appear in person and/or be represented by counsel. The Board of Vice Presidents shall consider the results of any investigation and all evidence, including correspondence and other documents, submitted in support of and/or in defense against the charges and shall make findings in writing thereon, and in case the charges are sustained, shall impose a penalty as above provided. The findings of the Board, and the penalty imposed when the charges are sustained, shall be in writing. All data pertaining thereto shall be permanently preserved at the National Headquarters.

2.11.4 Findings. When charges are preferred against a member, notice thereof shall be given by the National Headquarters. The findings of the Board of Vice Presidents and the penalty imposed, if any, shall likewise be filed with the National Headquarters and entered upon the Society records. The National Headquarters shall advise all parties to the complaint of the Board of Vice Presidents' findings. The findings of the Board of Vice Presidents and the penalty imposed, if any, may also be published in The American Philatelist unless an appeal is filed as hereinafter provided.

2.11.5 Member Charged With Crime. Any member charged in any court of law with a crime involving philatelic material or of any felony may be suspended by the Board of Vice Presidents pending trial and upon conviction thereof may be placed on probation, suspended for a definite period, or expelled by the Board from the Society.

2.11.6 Appeal. Any involved party aggrieved by any decision of the Board of Vice Presidents may file with the National Headquarters a notice of appeal to the Appeals Tribunal. The notice of appeal shall be filed within 30 days after receipt of notice of the findings of the Board of Vice Presidents. The National Headquarters shall transmit to the Appeals Tribunal all evidence and other data in its possession relating to the charges, and the appeal shall be determined by the Appeals Tribunal at its next regular meeting. The Appeals Tribunal may sustain or revise the findings of the Board of Vice Presidents and may ratify or modify the penalty assessed. If the Appeals Tribunal upholds the findings of the Board of Vice Presidents, the findings may be published in "The American Philatelist." The findings of the Board of Vice Presidents and the penalty imposed by it, when no appeal is taken, shall be final.

2.11.7 Appeals Tribunal. The Board of Directors shall establish an Appeals Tribunal to hear appeals from the decisions of the Board of Vice Presidents. Decisions of the Appeals Tribunal shall be final. The Appeals Tribunal shall be composed of the following members: the APS President, Secretary, Treasurer, four Directors-at-Large, Immediate Past President, and the Executive Director, provided they are not a party to or related to any appeal under consideration. The Board of Vice Presidents may appoint one of its members to appear before the Appeals Tribunal and report the views of the Board of Vice Presidents relating to any appeal under consideration by the Appeals Tribunal.

2.12 Reinstatement. A former member, whose membership was terminated other than by expulsion, upon payment of appropriate fees and dues may make application for reinstatement. Before being acted upon notice of such application shall be published and acted upon as provided for in the case of original applications. The Board of Vice Presidents may establish a period of time in which a former member will be admitted without further action. A reinstated member may be assigned a former membership number only on payment in full of all dues in arrears. When an application is submitted by a person whose membership was terminated by expulsion, such application shall be dated not less than three (3) years from the date of the expulsion and shall be accompanied by payment of a non-refundable fee, to be set by the Board of Directors to defray the costs of investigation. It must also be accompanied by a personal resume outlining the activities of the former member during the expulsion period. The resume should support and substantiate the worthiness of the former member for reinstatement. In addition, the former member shall submit no fewer than five letters of recommendation from Society members in good standing supporting the application for reinstatement. If, after review, the Board of Vice Presidents decides that admission is appropriate, the application will be treated as a new application.

2.13 Official Notices.

(a) Notices of hearings upon disciplinary proceedings shall be served in person or by certified or registered mail upon a member charged.

(b) All other notices to a specific member may be served in person or by ordinary mail.

(c) Notices by mail shall be deposited in the United States mails addressed to the member at the last recorded address provided to the Society by the member, with postage fully paid.

(d) Proof of service may be established by a postal return receipt, a postal mailer's receipt, or by an affidavit of personal service.

(e) Validity of service shall not be affected by failure to accept delivery, refusal to accept delivery, or by failure to provide the Society with a correct address.

(f) Notices to the general membership may be given by publication in The American Philatelist.

2.15 Arbitration. The Board of Vice Presidents, with the approval of the Board of Directors, may establish rules, regulations, and procedures for the arbitration of disputes between members.

Article 3 -- Meetings of the Society

(a) The annual meeting or convention of the American Philatelic Society shall be held at such time and place as the Board of Directors shall determine, and the Executive Director shall have authority to assume on behalf of the Society, such portion of the expense of holding any such meeting as may be deemed advisable.

(b) The annual meeting shall receive reports of all officers and committees, and shall conduct any other business that may come before it.

3.2 Spring Meeting. A Spring meeting of the American Philatelic Society may be held at such time and place, and conduct business, as the Board of Directors shall determine, and the Executive Director shall have authority to assume on behalf of the Society, such portion of the expense of holding any such meeting as required.

3.3 Special Meetings. Special meetings of the Society may be called by the Board of Directors, or by not less than one percent of the membership. Notice of such a meeting shall be published in The American Philatelist not less than 60 days prior to the date for which it has been called. The call for the meeting shall specify the purpose of the meeting and the matter to be submitted for the consideration and action by the meeting, and no other business shall be transacted at such meeting. The publication of the notice of such meeting in The American Philatelist as hereinbefore provided, shall be construed as an official call for the meeting.

3.4 Arrangements for Meetings. Not later than 60 days prior to the date of any annual or Spring meeting of the Society, the President shall issue the official call for the meeting. The call shall state the time and place of the meeting and shall be published in the following issue of The American Philatelist.

3.5 Quorum. A quorum for the transaction of any and all business at any meeting of the Society shall consist of not less than 25 members present at the meeting.

3.6 Reports and Resolutions. All reports of officers and committees and all resolutions presented at any meeting normally shall be in writing.

3.7 Special Convention Committees. At each annual meeting the President shall appoint a resolutions committee and any other committees that may be deemed desirable. These committees shall serve only during the period of that meeting for which they are appointed.

3.8 Rules of Order. All parliamentary questions shall be decided according to the latest edition of Robert's Rules of Order.

Article 4 -- Officers

4.2 Elective Officers.

(a) The elective officers shall be a President, three Vice Presidents, a Secretary, a Treasurer, and four Directors-at-Large. Such officers shall serve from the time of the adjournment of the annual meeting in the year of their election, to the adjournment of the annual meeting held two years thereafter, and until the election and qualification of their successors in office.

(b) Other than as provided in Section 4.8 of these bylaws, no person shall hold the office of President, Vice President, Secretary, Treasurer, or Director-at-Large, for more than two consecutive terms in the same office.
(c) No person shall hold elective office for more than four terms in any consecutive twelve-year period with the exception that a person may hold the office of President for two terms in addition to the four terms enumerated above.

4.3 Administrative Officers.

(a) The Administrative Officers of the Society shall be: The Executive Director, the Editor of The American Philatelist, the Society Attorney, and the heads of such divisions as may be established from time to time.

(b) The Executive Director of the American Philatelic Society shall be appointed or reappointed by the President, subject to approval by the Board of Directors, to serve for indeterminate terms. Compensations shall be fixed by the Board of Directors.

4.4 National Headquarters. The Board of Directors shall establish a National Headquarters where the administrative affairs of the Society shall be conducted. The Executive Director shall be in charge of the National Headquarters.

4.5 Election.
4.5.1 Time. The elective officers of the Society shall be elected by the members of the Society in good standing by ballot, biennially, in the odd numbered years.

4.5.2 Nominations. Nominations may be made, with the consent of the nominee, by

(a) a petition or petitions signed by no fewer than ten members, or

(b) a chapter or chapters. Nominations shall be seconded by ten or more other chapters or by ten or more seconding endorsements each signed by ten or more members, not members of a nominating or a seconding chapter, or by a combination of ten chapters and such seconding endorsements. Only one person can be nominated or seconded for each office by a chapter or a member signing a petition. A nomination or a second thereto made by a chapter shall be signed by its President and Secretary. All nominations and seconds thereto shall be filed with the National Headquarters only during that period between the fifth and ninth months inclusive preceding the month during which the annual meeting is held in that year. Each nomination properly seconded shall be published in The American Philatelist not less than 90 days prior to the date of the annual meeting. If the sole candidate for an office dies or is found to be ineligible after nominations have been published, the Board of Directors shall nominate another candidate for such office to fill the vacancy thus created.

4.5.3 Official Ballot. An official ballot shall be prepared by the Executive Director, containing all nominations and spaces for indicating a choice opposite each name. The ballot shall be in such form as shall preserve the secrecy thereof and shall provide for proper identification, and may be in such form as to allow electronic counting. An official ballot shall be provided by the Executive Director to each member in good standing by direct mail or by inclusion in The American Philatelist not less than 90 days prior to the date of the annual meeting.

4.5.4 Return of Ballot. The ballot shall be returned to the Board of Elections by mail.

4.5.5 Closing, Canvass, Election. The election shall close at twelve o'clock noon, on the seventh Saturday after the date the magazine containing the ballot is mailed. Board of Elections shall thereupon canvass the vote and report the results of the election to all officers and candidates. A plurality of all valid votes shall be required for the election of a candidate.

4.5.6 Tie Votes. In the case of a tie vote for any office, an official ballot shall be prepared by the Executive Director, containing the names and offices of the candidates for which there was a tie vote, and containing spaces for indicating a choice opposite each name. The ballot shall be in such form as shall preserve the secrecy thereof and shall provide for proper identification, and may be in such form as to allow electronic counting. An official ballot shall be provided by the Executive Director to each member in good standing by direct mail or by inclusion in the next issue of The American Philatelist. The ballot shall be returned to the Board of Elections by mail. The election shall close at twelve o’clock noon, 45 days following the mailing of The American Philatelist. A plurality of all valid votes shall be required for the election of a candidate. In the event of a subsequent tie, the tie shall broken by vote of the sitting Board of Directors from among the candidates whose votes remain equal. If a successful candidate dies prior to taking office, the vacancy shall be filled by appointment by vote of the Board of Directors sitting at the time of death.

4.5.7 Announcement. Election results shall be announced as soon as possible.

4.6 Collectors and Dealers. No fewer than six of the ten elected officers shall be stamp collectors who are not classified as dealers by the Board of Vice Presidents. In the event that an election shall result in the selection of more than four dealers, the meeting immediately after the report of the Board of Elections shall determine which one or ones are ineligible, by a vote of the members present at the session of the meeting.

4.7.1 Residence of Vice Presidents. The three Vice Presidents shall reside within 200 miles of each other. In order to accomplish this result in the selection of the Vice Presidents, candidates for this office shall be nominated and voted as a unit, and nominations and ballots which do not conform to this requirement shall be rejected. In the event that a member of the Board of Vice Presidents changes domicile from the area of residency, the member may remain on the Board of Vice Presidents at the option of the APS Board of Directors.

4.7.2 Exception. Notwithstanding the provision of Section 4.7.1 above, the three Vice Presidents may reside more than 200 miles from each other, provided they commit in writing to the President of the Society to meet as a Board in a common location at least once in a sixty day period. If any Vice President fails to attend more than two consecutive meetings of the Board of Vice Presidents or more than four meetings in a year, the Board of Directors may declare the position vacant.

4.8 Vacancies. In case of a vacancy in the office of any of the officers of the Society, such vacancy shall be filled as follows: In the office of President, by election by the Board of Directors from among its own membership. In any other elective or administrative office, by appointment by the President, subject to approval of the Board of Directors. In the event of vacancy in the office of President, the Board of Vice Presidents shall call a meeting of the Board of Directors within 10 days for the purpose of naming a new President.

4.9 Removal from Office. Any member of the Board of Directors or the Executive Director may be removed from office or suspended for a definite period by the Board of Directors, upon being found guilty by the Board of misconduct in office, or neglect of or inattention to official duty, or upon being found by the Board unable to perform official duty by reason of physical or mental incapacity. Charges may be preferred in writing by three or more members in good standing, against any member of the Board of Directors or the Executive Director. Where charges are so preferred by members, the Board of Directors shall first determine whether the charges are of sufficient gravity to justify a hearing thereon, and if so, or in case they shall have decided to act upon their own initiative, they shall cause notice in writing to be served upon the officer against whom the charges are made, not less than ten days prior to the date fixed by them for the hearing thereof. All charges shall be definite and specific, and a copy thereof shall be served with the notice of the hearing. Not less than two-thirds of the full membership of the Board of Directors must concur in any order for removal from office.

Article 5 -- Duties of Directors and Officers

5.1.2 Surety Bonds. Surety Bonds shall be provided for all employees of the Society at the Society's expense and maintained in appropriate amounts by the Executive Director. Additionally, liability insurance coverage for all officers and employees shall be provided and maintained by the Society as may be required from time to time.

5.1.3 Board Meetings. The Board of Directors may be convened in session by the President, or by any three members of the Board, for the general transaction of business, or for the consideration of such special matters as may be specified in the call for the meeting.

5.1.4 Mail Votes. The Board, at the direction of the President, may take votes by mail, facsimile, telephone, e-mail or other electronic means upon any written proposal within the jurisdiction of the Board. A copy in definite and specific form shall be submitted to the President who shall, without delay, cause the proposal to be submitted to each member of the Board for a vote. Any proposal which is offered will be submitted by the President to each member of the Board. Upon receipt of the votes, or such number thereof as shall indicate the adoption or rejection of the proposal by the requisite majority of the Board, the Executive Director shall record the votes and shall notify the members of the Board of the result.

5.1.5 Unbecoming Conduct. The Board of Directors shall have authority to define by general resolution that conduct unbecoming a member which shall be the basis for disciplinary action.

5.1.6 Record of Proceedings. The Board of Directors shall keep an accurate, complete, and permanent record of all proceedings, which record shall be permanently filed at the National Headquarters.

5.2 The President.

(a) The President shall preside at all meetings of the Society and the Board of Directors.

(b) The President shall appoint, with the approval of the Board of Directors, the various committee chairpersons. The President or the Treasurer or the President's designate shall sign all vouchers for payments from the funds of the Society over such amount as set from time to time by resolution of the Board of Directors. The President shall execute on behalf of and in the name of the Society, all contracts, deeds, and other legal instruments when so authorized by the Board of Directors, except as specified in Section 5.8 below.

(c) The President shall have general supervision over all officers and committees, to the end that there shall be full and complete performance of their duties by each of said officers and committees.

5.3 The Board of Vice Presidents.

(a) The three Vice Presidents shall constitute the Board of Vice Presidents as said term is employed in these Bylaws. The Board of Vice Presidents shall elect one of its members as Chairperson and/or another as Recorder, and the Recorder (Chairperson) shall have the custody of the current records of the Board and shall act as its Secretary.

(b) The Board of Vice Presidents shall have charge and control of the admission of members as otherwise herein provided.

(c) It shall be the disciplinary body of the Society, and shall have authority, subject to appeal to the Appeals Tribunal, to discipline or expel members for failure to pay their indebtedness to the Society, for fraudulent or unethical conduct as stamp collectors or dealers, or for conduct unbecoming a member as defined by general resolution of the Society or the Board of Directors.

(d) It shall keep an accurate and permanent record of of its decisions in a form determined by them, and such records shall be permanently filed in the National Headquarters after they have ceased to be current.

(e) It shall submit a report to the annual meeting.

5.4 The Secretary.

(a) The Secretary shall keep accurate and permanent records for all of the regular and special meetings of the Society and of the Board of Directors, which shall be permanently filed at the National Headquarters.

(b) The Secretary, when required, shall attest all legal documents and all charters for chapters and certificates presented to life members, and shall perform such other duties as are delegated to the Secretary elsewhere in the Bylaws.

5.5 The Treasurer.

(a) The Treasurer shall oversee the custody of all securities of the Society subject to the supervision of the Board of Directors.

(b) The Treasurer shall advise the Executive Director in all matters concerning the financial duties discharged at the National Headquarters.

(c) The Treasurer shall in collaboration with the Executive Director present an annual financial report and a report of budgetary requirements.

5.6 The Directors-at-Large. The four Directors-at-Large shall have supervision of such activities of the Society as may be assigned to them by the President, and shall help promote the Society in their several localities.

5.7 The Immediate Past President. The Immediate Past President in a like manner as other Board members shall participate and vote in all matters pending before the Board.

5.8 The Executive Director.

(a) The Executive Director shall be a member of the Society qualified by experience and ability to administer the general business affairs of the Society in a satisfactory manner and shall be in charge of the National Headquarters of the Society and shall be responsible to the President and the Board of Directors for its proper management.
(b) The Executive Director shall supervise the direct-hire and contract employees of the Society.
(c) The Executive Director shall execute contracts and other legal instruments on behalf of and in the name of the Society up to a value and under such conditions as may be set by the Board of Directors by resolution.
(d) The Executive Director shall have custody of all securities of the Society and shall be charged with the collection and preservation of all general records and official documents of the Society, except as otherwise herein provided.
(e) The Executive Director shall have custody of the seal, keep the records of members, and issue membership cards and receipts.
(f) The Executive Director shall send out the annual statements for dues and shall collect all dues and fees, and keep proper books of account showing all receipts, disbursements, and balances of cash on hand.
(g) The Executive Director shall receive all applications for membership and shall cause the list of applicants to be published in The American Philatelist. If an objection to an applicant is received, copies of the application and objection shall be furnished to the Board of Vice Presidents.
(h) The Executive Director shall send upon request a printed copy of the Standing Resolutions, Bylaws, and approved Board of Directors' Minutes to any member.

5.9 Society Records. Any officers or any committees having charge or custody of Society records and/or properties shall, upon termination of their term of office or upon the appointment of a new committee, deliver such records and/or properties to the Executive Director or designate. No permanent Society records shall be destroyed unless approved by the Board of Directors.

5.10 General Provisions.

(a) In addition to the powers conferred and the duties imposed by this Article upon the several officers of the Society, such officers shall exercise the powers conferred and perform the duties imposed upon them by the other Articles of these Bylaws.

(b) Except as their duties are otherwise herein provided for, the duties of the various administrative officers shall be such as may be prescribed by the Executive Director.

Article 6 -- Committees

6.2 Tenure. Such committees shall serve for the term for which the President is elected and until their successors are appointed; or for such term as the Board shall determine.

6.3 Duties. The duties of the Committees, and the rules and regulations governing their operations, shall be prescribed by the Board of Directors, except as otherwise provided herein.

Article 7 -- Divisions

(a) The Sales Division shall be conducted by the Sales Director in accordance with rules prescribed by the Executive Director. The rules may be revised from time to time, but such revisions that change the commission rate or fees assessed shall not apply to sales books then in circulation.

(b) Each member in good standing shall be entitled to participate in the Sales Division, subject to the member's strict compliance with all the rules of the Division.

(c) A fee shall be assessed for the circulation of sales books in the Sales Division in such sum as the Executive Director shall determine, and such fees shall be paid into the Insurance Fund provided for by Article 11.

7.2 Other Divisions.

(a) In addition to the Sales Division as herein provided for, the Board of Directors shall have authority to establish such other divisions as they may deem advisable.

(b) When any division is established, the Executive Director shall prescribe the rules and regulations thereof, and all such divisions shall be conducted under the supervision of the Executive Director.

(c) Any division so established by the Board of Directors may be discontinued by the Board at any time, by giving notice thereof in The American Philatelist.

Article 8 -- The American Philatelist

Article 9 -- Chapters

(a) Three or more members of the Society may associate themselves together for the purpose of forming a chapter of the Society, and may make application for admission as such. The application shall state the name, location, names of members and officers, and the rules of the proposed chapter. If such application is approved by the National Headquarters, such applicant shall become a chapter of the Society, subject to the provisions of this Article.

(b) In all cases where less than five members of the Society are associated together for the formation of a chapter, the approval of their application shall be probationary, depending upon the increase of the Society members in said chapter to at least five within two years.

9.2 Fees and Dues. Each chapter shall pay the same admission fees and dues as an individual member of the Society.

9.3 Non-Society Members. A chapter may admit to membership therein persons who are not members of the Society, but the number of members of the American Philatelic Society in any chapter shall not be less than five. A chapter shall be considered for the purposes of these Bylaws as an individual member. The operations of a chapter shall be an internal matter of the chapter and the Society shall not bear any responsibility or obligation for any operation or action of any such chapter. Acceptance of the membership of a chapter constitutes an expression of warranty that the chapter is complying and will in the future comply with all laws pertaining to the chapter.

9.4 Chapter Representative. Each chapter shall designate one of its members, who shall be a member of the Society, as the representative of the chapter in its dealings with the Society. The representative shall report all activities of the American Philatelic Society to the chapter, and generally supervise the recruiting from the chapter of members of the American Philatelic Society and make sure that all chapter reports to the Society are promptly made, and all other procedural requirements are complied with.

9.5 Sales Division Service. Chapters may participate in the Sales Division under such conditions as the Executive Director may prescribe.

9.6 Reports. Each chapter shall make an annual report of its activities signed by an officer, and indicate therein those of its members who are members of the American Philatelic Society. Failure to do so or to have less than five American Philatelic Society members on its membership rolls for two consecutive years shall be grounds for the Board of Vice Presidents to revoke the charter of the chapter.

Article 10 -- Affiliates

10.2 Purpose. The purpose of affiliation is to sponsor and engage in such activities as will be mutually beneficial to the organizations and to promote the fullest possible exchange of information and ideas for the welfare of philately.

10.3 Reports. Each affiliate will designate a member of the American Philatelic Society to be its representative who will be responsible for furnishing the Executive Director of the American Philatelic Society an annual report including the names and addresses of the affiliate's current officers. This can consist of the published report of the affiliate or, if no published report exists, the report can be made on a form furnished by the Executive Director. Each affiliate shall provide the Society with its bulletins and its membership list when published from time to time and in exchange the Society will provide the representative of each affiliate with the monthly issues of "The American Philatelist" which include the periodic and annual reports of the Society.

10.4 Terminology. An affiliate which has heretofore used the designation of "Unit" may elect to continue such designation.

Article 11 -- Funds, Finances, and Salaries

11.2 Insurance Fund.

(a) The fees assessed for the circulation of sales books in the Sales Division which are provided for by Article 7.1 (c) shall constitute the Insurance Fund, the principal of which that is not needed for the current operations of the fund shall be invested, pending any future need for its use.

(b) From the Insurance Fund may be withdrawn and distributed periodically to the General Fund an amount, to be approved by the Board of Directors, to cover the cost of managing the operations of the Insurance Fund.

(c) There shall be paid out of the Insurance Fund claims submitted by members of the Society for loss or damage to stamps in circulation in the Sales Division where such losses or damages have been substantiated.

(d) There shall also be paid out of the Insurance Fund, with the approval of the Board of Directors, the cost of such protective measures as are established for the purpose of preventing substitution and fraudulent claims and substantiating just claims against the Insurance Fund, the premium upon the official bonds of the employees required to be bonded, the premiums upon insurance provided for the Society, and the cost of processing claims made upon the Fund.

(e) The income of the Insurance Fund, unless required to meet its obligations, may be withdrawn periodically and distributed to the General Fund for the general purposes of the Society.

11.3 Tiffany Fund. Any monies donated to the Society, specifically for the Society's endowment, shall constitute the Tiffany Fund, the principal of which shall be invested to serve as an endowment for the Society. Yearly, the executive Director may distribute to the General Fund any earnings which have accrued to that Fund. Such funds are used to improve services to the membership or to undertake new projects as approved by the Board of Directors.

11.4 General Fund. With the exception of the Life Membership Fund and the Insurance Fund, all other income of the Society shall constitute the General Fund.

11.5 Management of Funds. Subject to supervision by the Finance Committee, the Executive Director may enter into or terminate custodial contracts or trust agreements for the management and handling of Society funds.

11.6 Budget. The Finance Committee shall annually present for approval by the Board of Directors a budget for the ensuing fiscal year showing the estimated receipts accruing to the General Fund, and the proposed expenditures for the current operations of the Society. Except when expressly authorized by the Board of Directors all expenditures of the Society shall be limited to the amounts authorized by the budget as thus approved and in effect at any given time.

11.7 Fiscal Year. The fiscal year for the Society shall commence January 1st in each calendar year.

11.8 Official Bonds. The Board of Directors shall recommend and approve a practical amount of official bonds on officers and employees of the Society, which shall be conditioned on the faithful performance of all official duties. The premium on all official bonds shall be payable from the Insurance Fund as provided herein.

11.9 Disbursement of Funds. All disbursements of funds of $1,000.00 and over shall be made on checks signed by the Executive Director or the Executive Director's designate and reviewed by the President or the Treasurer or the President's designate; but vouchers and checks for all disbursements of less than $1,000.00 may be signed by the Executive Director or the Executive Director's designate.

11.10 Auditing of Accounts. All accounts of the Society shall be audited annually by a certified public accountant employed by the Board of Directors and at any other time when the Board shall so direct.

Article 12 -- Limitations of Personal Liability

12.2 Notwithstanding the foregoing section, a director, officer, employee, agent, and representative of the Society shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(a) the director has breached or failed to perform the duties of office as defined in "Limitations of Personal Liability of the Society"; and

(b) the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness.

The provisions of this Section shall not apply to the responsibility or liability of a director, officer, employee, agent, or representative

(a) pursuant to any criminal statute; or

(b) for the payment of taxes pursuant to local, state, or federal law.

Article 13 -- Amendments

(a) by the Annual Meeting;

(b) by petition signed by at least 100 members in good standing;

(c) by action of a chapter of the Society, provided one or more other chapters endorse the proposal; and all proposals and endorsements thereto made by chapters shall be signed by their President and Secretary; and

(d) by the Board of Directors.

13.2 Amendment by the Board of Directors. The Bylaws of the Society may be amended, when appropriate, by a two-thirds majority of the Board of Directors, subject to the approval of the membership as hereinafter provided.

13.3 Procedures. A proposed amendment and an amendment adopted by the Board of Directors pursuant to 13.2 shall be placed in the hands of the Executive Director not later than the last day of the fifth month preceding the month during which the biennial meeting, in the odd numbered years, is to be held and shall be published in The American Philatelist at least ninety days prior to said meeting. A ballot for voting upon a proposed amendment or amendment adopted by the Board of Directors shall be provided to each member in good standing by direct mail or by inclusion in The American Philatelist not less than 90 days prior to the date of the annual meeting. Arguments pro and con furnished by members interested may be distributed with the ballot, upon such conditions as the Board of Directors may prescribe. The form of the ballot shall provide a space wherein each member may indicate a vote for or against the proposal or amendment submitted. The ballots shall be tabulated and the vote reported by the Board of Elections as herein provided. A favorable vote by two-thirds of the members voting thereon as herein provided shall be necessary for the adoption or nullification of the Bylaws.

13.4 Special Election. The Board of Directors may, in lieu of the procedure set forth, direct that a proposed amendment or an amendment adopted by the Board of Directors be submitted for the vote of the membership by mail, provided due notice thereof shall be given in The American Philatelist at least 90 days prior to said vote.

Article 14 -- Standing Resolutions

14.2 Life of Resolution. A Standing Resolution shall stand until its regulations are no longer in force or necessary in the opinion of the Board of Directors.

14.3 Presentation and Adoption. Standing Resolutions shall be presented to the membership at a Business Meeting of the Society for action; provided, however, that the Board may adopt such Resolutions between meetings of the membership, but such Resolutions shall be submitted for ratification at the next meeting of the membership.

14.4 Effect of Prior Resolutions. Standing Resolutions in force at the time of the Bylaws shall remain in effect as herein above provided.