NEW AINA BYLAWS (APPROVED AUGUST 8, 2007)
Article I – Offices
Section 1.1 – Business and Other Offices
The location of the offices of the Association shall be determined by the Board of Directors.
Article II - Membership
Section 2.1 - Members
The membership of the Association may consist of individuals, clubs and businesses in such categories and for such terms of membership as shall be determined by the Board of Directors from time to time.
Section 2.2 – Rights & Privileges
The rights, privileges, responsibilities and benefits of membership shall be determined and established by the Board of Directors from time to time. Rights, privileges, responsibilities and benefits of membership may be modified by the Board of Directors, and shall become effective as to all members and membership categories upon the date established by the Board of Directors for implementation. In the event no date is specifically set by the Board of Directors, the changes to rights, privileges, responsibilities and benefits shall become effective immediately. By becoming a member of the Association, a member agrees to be bound by the Bylaws and Code of Ethics as may be established by the Board of Directors and amended from time to time.
Section 2.3 - Membership Categories
A. The categories of membership are:
(1) Individual Members. Individual members shall consist of regular or life members, or other categories established by the Board.
(2) Club Members. Club members shall consist of those organizations with a membership open to the general public for participation by individuals who are interested in numismatics. Club members must have a membership of at least five (5) individuals, must have been in existence for a minimum of one (1) continuous year, and must be established for the purpose of providing education to club members and creating opportunities to share the camaraderie of numismatics. Club members need not be formally recognized as nonprofit organizations under the Internal Revenue Code, but must exist for generally accepted nonprofit purposes.
(3) Business Members. Business members are those organizations engaged in a business (numismatic or otherwise) as an ongoing, for-profit enterprise. Business members must have been in existence for at least three (3) years prior to application for membership.
B. The Board of Directors may establish, modify, and/or eliminate such categories of membership, or subcategories of membership within the above-mentioned membership categories, as it deems appropriate to meet the needs of the Association or the expectations of the membership.
Section 2.4 - Membership Qualifications
All members of the Association must be people, clubs or businesses who adhere to the Association’s Bylaws and the general principles of the Standards of Conduct and Code of Ethics of the Association. All persons who become members after September 1, 2007, including lapsed members who rejoin the Association, may not have a felony conviction related to a numismatic transaction at any time and may not have a felony conviction unrelated to a numismatic transaction in the ten (10) years predating the application for membership. The Board of Directors may reject any application for membership within ninety (90) days after the date of such application. Upon receipt of notice of rejection, a rejected member shall return to the Association all documents evidencing membership, and upon receipt of such documents, the Association shall remit all payments received from the rejected member.
Section 2.5 - Standards of Conduct
(a) Conduct. Any member committing any unethical act in the member’s dealings with others, unjustly defaming the character of any other member or any other person in a numismatic transaction, interfering with the activities of the Association, committing a criminal offense, engaging in conduct unbecoming a member, engaging in conduct prejudicial to the welfare of the Association, engaging in conduct which brings disrepute upon the Association, violating any of the provisions of these Bylaws, Code of Ethics or other published standards adopted by the Board of Directors, shall be subject to discipline.
(b) Resignation. A member may resign at any time upon notifying the President or a member of the Board in writing.
Section 2.6 - Dispute Resolution
All members of the Association agree to be bound by and participate in a dispute-resolution process as established by the Association to address claims that a member has violated the Association’s Bylaws, Code of Ethics or other published, applicable standards.
Section 2.7 - Discipline
The Association may impose any discipline against a member, up to and including expulsion from membership, as it deems appropriate, as a result of any violations of these Bylaws, Code of Ethics and/or published standards as may be applicable to the membership. A member may be suspended for a period of time or expelled permanently for cause such as a violation of any of the Bylaws or rules of the Association, or for conduct prejudicial to the best interests of the Association. Suspension or expulsion shall be by a two-thirds vote of the Board of Directors, provided that a statement of the charges shall have been mailed by registered mail to the member under charges at least fifteen (15) days before final action is taken thereon; this statement shall indicate the time and place where the Board of Directors is to take action. The member shall be given an opportunity to present a defense either in person, in writing, etc. at the time and place mentioned in such notice. Any disciplinary action taken by the Association may be published in the Association’s publication.
Article III - Board of Directors
Section 3.1 - General Powers
Except as otherwise provided in Certificate of Incorporation or these Bylaws, corporate powers shall be exercised by or under the authority of the Board of Directors, and the business and affairs of the Association shall be managed by the President.
Section 3.2 - Qualifications, Number, Classification, Election & Tenure
(i) Each Director must be natural persons eighteen (18) years of age or older.
(ii) A Director must have been a member of the Association for at least three (3) consecutive years prior to being nominated for election.
(iii) No member of the Board of Directors will be paid for services to the Association unless approved by the Board.
(b) Number. There shall be a minimum of three (3) and a maximum of fifteen (15) Directors of the Association, as specified in the Certificate of Incorporation, and determined by the Board of Directors.
(c) Election and Tenure.
(i) An election for one-third (1/3) of the Directors shall be held every year, in staggered, rotating fashion.
(ii) In the first issue of The Shekel in each calendar year, the names of those Directors whose terms expire that year shall be printed along with a request for nominations.
(iii) Nominations may be made by any individuals, nominating themselves or other members of the Association for the position of Director. A nominee must obtain nominations from at least three (3) other current members of the Association. The Election Committee shall review the nominations submitted and determine whether the potential candidate is qualified to serve as a Director of the Association. After determining that the candidates are qualified for the position of Director and after receiving written confirmation that the candidates are willing to serve as Director of the Association if elected by the membership, the Election Committee shall establish a list of candidates for the open positions of Director.
(iv) Once a final list of candidates is established, the President or designee shall cause a ballot to be sent to all current, paid members of the Association as of May 1 of the election year. The ballot shall include the names of those on the final list of candidates as submitted by the Election Committee to the Board of Directors. The President or designee shall assure that the process used for the election shall have appropriate safeguards to assure a correct count and to avoid any election tampering.
(v) The number of candidates in the election receiving the highest number of votes for the open seats on the Board of Directors shall be elected to the Board of Directors. Those candidates shall take office at the beginning of the next annual Board meeting following their election.
(d) Appointments. The President may appoint a member of the Association, who has been a member in good standing for at least three (3) years, to the Board of Directors, either as a replacement or as an additional Director at any time, as long as the total number of Directors does not exceed the maximum number specified in these Bylaws. The appointee must be approved by a majority vote of the Board of Directors, and he or she takes a seat on the Board immediately after being approved by the Board.
Section 3.3 - Resignation, Removal, Vacancies, and Additional Directors
A Director may resign at any time by giving written notice to the Association’s President or Secretary. A Director’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. A Director shall be deemed to have resigned without written notice in the event such Director, without approval by the Board of Director s, fails to attend two (2) Board meetings during a two (2)-year period without advance written notice, or is determined by a court of competent jurisdiction to be legally incompetent or incapacitated.
Any Director may be removed from the Board at any time by the affirmative vote of a majority of the other Directors then in office whenever, in the judgment of the Board of Director s, the best interests of the Association would be served thereby.
Any vacancy of an elected Director may be filled by the nomination of the president and the affirmative vote of a majority of the remaining Directors, assuming a quorum exists. A Director appointed to fill a vacancy shall hold the office for the unexpired term of such Director’s predecessor in office. A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs.
(d) Additional Directors.
Any position to be filled by reason of an increase in the number of Directors shall be proposed by the President or any Director and shall be filled by the affirmative vote of a majority of the Directors then in office. A Director so chosen shall hold office until the next election of Directors and until such Director's successor shall have been elected and qualified, or until such Director's earlier death, resignation or removal.
Section 3.4 - Regular Meetings
A regular annual meeting of the Board of Directors shall be held at each of the American Numismatic Association’s anniversary conventions at the time and place as determined by the President, for the purpose of the transaction of such business as may come before the meeting. The Board of Directors may hold additional regular meetings at times and places as determined by the President or resolution of three (3) or more Directors.
Section 3.5 - Special Meetings
Special meetings or special votes of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place for holding any special meeting of the Board of Directors so called. These meetings or votes may be conducted via e-mail, telephone, fax, etc.
Section 3.6 - Notice of Meetings
Notice of each special meeting of the Board of Directors, stating the date, time and place of the meeting, shall be given to each Director at least five (5) days prior thereto by the mailing of written notice by first-class, certified or registered mail, or at least two (2) days prior thereto by personal delivery or private carrier of written notice or by telephone, facsimile, electronic transmission or any other form of wire or wireless communication. The method of notice need not be the same for each Director. Written notice, if in a comprehensible form, is effective at the earliest of: (i) the date received; or (ii) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Verbal notice is effective when communicated in a comprehensible manner at the time of the communication. If transmitted by facsimile, electronic transmission or other form of wire or wireless communication, notice shall be deemed to be given when the transmission is complete.
Section 3.7 - Quorum & Voting
A majority of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.
Section 3.8 - Voting by Proxy
A Director may give his written proxy vote to the President, the Secretary, or any other Director. The proxy-giver may grant the proxy-receiver permission to vote on behalf of the proxy-giver in all matters or just in specified matters. The proxies shall expire after the Board Meeting for which they were given. A proxy-giver shall be deemed to be present in person at the meeting at which his proxy is used.
Section 3.9 - Compensation
Directors shall not receive compensation for their services as Directors, but may receive compensation for other duties as agreed to by the Board of Directors.
Section 3.10 - Committees
By one or more resolutions adopted by the vote of a majority of the Directors present in person at a meeting at which a quorum is present, the Board of Directors may designate one or more committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all the authority given it by the Board of Directors. The Association shall have an Election Committee and other committees as needed. The delegation of authority to any committee shall not operate to relieve any member of the Board of Directors from any responsibility or standard of conduct imposed by law or these Bylaws. Rules governing procedures for meetings of any committee shall be the same as those set forth in these Bylaws, unless the Board of Directors or the committee itself determines otherwise. The chair of each committee established under this Section 3.10 shall be appointed by the President and approved by the Board of Directors.
Section 3.11 - Meeting by Electronic Means
Members of the Board of Directors may 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 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.
Section 3.12 - Action without a Meeting
(a) Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a majority of the Board of Directors or committee in writing or by phone either: (i) votes for such action; (ii) votes against such action; or (iii) affirmatively abstains from voting.
(b) Action is taken under this Section 3.12 only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all the Directors then in office are present and voting.
(c) Action taken pursuant to this Section 3.12 has the same effect as action taken at a meeting of the Directors and may be described as such in any document.
(d ) All signed, written instruments necessary for any action taken pursuant to this Section 3.12 shall be filed with the minutes of the meetings of the Board of Directors.
Article IV – Officers & Agents
Section 4.1 – Designation & Qualifications
The Board of Directors also may appoint, designate or authorize the offices of President, Vice President, Secretary and Treasurer and such other positions as it may consider necessary or useful. One (1) person may hold more than one (1) office at the same time. All officers must have been a member of the Association for at least two (2) years and must be eighteen (18) years of age or older.
Section 4.2 – Election & Term of Office
The President, Vice President, Secretary and Treasurer shall be elected to such positions by a majority of the present and voting the Board of Directors. To serve as President or Vice President, a nominee must have served at least two (2) years on the Board of Directors. Each officer shall hold office for a term of four (4) years, unless reelected, commencing at the close of the annual convention at which the officer was elected and until such officer’s successor has been duly elected or appointed and shall have qualified, or until such officer’s earlier death, resignation or removal.
Section 4.3 - Compensation
Officers shall not receive compensation for their services as Officers; however, the reasonable expenses of the officers for attendance at Board meetings may be paid or reimbursed by the Association. Outside agents, such as CPAs, shall be paid for their services, when approved in advance by the Board.
Section 4.4 - Removal
Any officer or agent may be removed by the Board at any time by the affirmative vote of a majority of the other Directors then in office whenever, in the judgment of the Board of Director s, the best interests of the Association would be served thereby, but removal shall not affect the contract rights, if any, of the person so removed. Election, appointment or designation of an officer or agent shall not itself create contract rights.
Section 4.5 - Vacancies
Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the Association, by giving written notice to the President or to the Board of Directors. An officer’s resignation shall take effect upon receipt by the Association, unless the notice specifies a later effective date and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An officer shall be deemed to have resigned in the event of such officer’s death or incapacity. A vacancy in any office, however occurring, may be filled by the Board of Directors, or by any officer or committee to which such authority has been delegated by the Board of Directors, for the unexpired portion of the term. If a resignation is made effective at a later date, the Board of Directors may permit the officer to remain in office until the effective date, and may fill the pending vacancy before the effective date with the provision that the successor does not take office until the effective date, or the Board of Directors may remove the officer at any time before the effective date and may fill the resulting vacancy.
Section 4.6 – Authority & Duties of Officers
(a) The officers of the Association shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the President, the Board of Directors or these Bylaws, except that, in any event, each officer shall exercise such powers and perform such duties as may be required by law. The officers are:
(1) President. The President shall: (i) preside at all meetings of the Board of Directors; (ii)issue meeting agendas; (iii) determine if a quorum is present at each meeting; and (iv) represent the Board of Directors in issuing its communications.
(2) Vice President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions on the President. The Vice President shall have such other powers and perform such other duties as may, from time to time, be assigned to such person by the President or by the Board of Directors.
(3) Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the Board of Directors and any committees of the Board of Directors; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records and of the Seal of the Association; and (iv) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such office by the President or by the Board of Directors.
(4) Treasurer. The Treasurer shall: "(i) Maintain membership records and send updates in a timely manner to any mailing house or similar organization utilized by the Association; (ii) send out annual dues notices and follow-ups to members; (iii) deposit checks from members, advertisers, etc.; (iv) send prompt payments for all invoices as directed by the President or the Board of Directors; (v) maintain all of the financial accounts of the Association; (vi) prepare an annual financial report to be presented at the annual Board Meeting; and (vii) present the year’s records to an appointed CPA for preparation of the Association’s taxes; and such other duties as from time to time may be assigned to such office by the President or by the Board of Directors.
(b) At the expiration of his or her term of office, each officer shall deliver over to his or her successor all records, books, moneys and other property of the Association.
Article V - Fiduciary Matters
Section 5.1 - Indemnification
(a) Scope of Indemnification. The Association shall indemnify each Director, officer, employee and volunteer who serves the Association at the request of the Association to the fullest extent permissible under the laws of the State of New York, and may, at its discretion, purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section 5.1. The Association shall have the right, but shall not be obligated, to indemnify any agent of the Association not otherwise covered by this Section 5.1 to the fullest extent permissible under the laws of the State of New York.
(b) Directors & Officers Liability Insurance. The Association shall maintain directors and officers liability insurance, which provides insurance coverage for claims made against Directors and officers when acting in their official capacities for the Association.
Section 5.2 - General Standards of Conduct for Directors & Officers
(a) Discharge of Duties. Each Director shall discharge the Director's duties as a Director, including the Director's duties as a member of a committee of the Board of Directors, in good faith. Each officer with discretionary authority shall discharge the officer's duties under that authority, in good faith.
(b) Reliance on Information, Reports, Etc. In discharging duties, a Director or officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one or more officers or employees of the Association whom the Director or officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountant or other person as to matters the Director or officer reasonably believes are within such person’s professional or expert competence; (iii) in the case of a Director, a committee of the Board of Directors of which the Director is not a member, if the Director reasonably believes the committee merits confidence. A Director or officer is not acting in good faith if the Director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 5.2(b) unwarranted.
(c) Liability to Corporation. A Director or officer shall not be liable as such to the Association for any action taken or omitted to be taken as a Director or officer, as the case may be, if, in connection with such action or omission, the Director or officer performed the duties of the position in compliance with this Section 5.2.
Section 5.3 - Conflicts of Interest
The Association may enter into a contract, transaction or other financial relationship between the Association and a Director or officer, or between the Association and a party related to the Director or officer, or between the Association and an entity in which the Director or officer is a director or officer or has a financial interest; provided that either:
(a) The material facts as to the Director’s or officer’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or to a committee of the Board of Directors that authorizes, approves or ratifies the conflicting interest transaction, and the Board of Directors or committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors on the Board of Directors or committee, even though the disinterested Directors are less than a quorum; or
(b) The conflicting interest transaction is fair to the Association.
(c) While related party transactions generally are not engaged in by the Association, they are permitted by law and, in the event they are beneficial to the Association, they may be accepted by the Association.
Section 5.4 - Loans to Directors & Officers
No loans shall be made by the Association to any of its Directors or officers.
Article VI - Corporation Records
Section 6.1 - Minutes
The Association shall keep, as permanent records, minutes of all meetings of the Board of Directors, a record of all actions taken by the Board of Directors without a meeting, and a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Association.
Section 6.2 - Accounting Records
The Association shall maintain appropriate accounting records.
Section 6.3 - Records in Written Form
The Association shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
Section 6.4 - Records Maintained at Principal Office
The Association shall keep a copy of each of the following records at its principal office or other location determined by the Board of Directors: (i) the Certificate of Incorporation; (ii) these Bylaws; (iii) a list of the names and business or home addresses of the current Directors and officers; (iv) a copy of the most recent corporate report; (v) all financial statements prepared for periods ending during the last three years; (vi) the Association’s application for recognition of exemption and the tax-exemption determination letter issued by the Internal Revenue Service; and (vii) all other documents or records required to be maintained by the Association at its principal office under applicable law or regulation.
Article VII - Miscellaneous
Section 7.1 - Fiscal Year
The fiscal year of the Association shall be as established by the Board of Directors.
Section 7.2 – Conveyances & Encumbrances
Property of the Association may be assigned, conveyed or encumbered by such officers of the Association as may be authorized to do so by the Board of Directors, and such authorized persons shall have power to execute and deliver any and all instruments of assignment, conveyance and encumbrance; however, the sale, exchange, lease or other disposition of all or substantially all the property and assets of the Association shall be authorized only in the manner prescribed by statute.
Section 7.3 - Designated Contributions
The Association may accept any contribution, gift, grant, bequest or devise that is designated, restricted or conditioned by the donor, provided that the designation, restriction or condition is consistent with the Association’s general tax-exempt purposes. Donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the Association shall reserve all right, title and interest in and to and control over such contributions, and shall have authority to determine the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further, the Association shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used exclusively to carry out the Association’s tax-exempt purposes.
Section 7.4 - References to Internal Revenue Code
All references in these Bylaws to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws.
Section 7.5 - Principles of Construction
Words in any gender shall be deemed to include the other gender; the singular shall be deemed to include the plural and vice versa; the words “pay” and “distribute” shall also mean assign, convey and deliver; and the headings and paragraph titles are for guidance only and shall have no significance in the interpretation of these Bylaws.
Section 7.6 - Severability
The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and, in such event, these Bylaws shall be construed in all respects as if such invalid provision were omitted.
Section 7.7 - Governing Law
These Bylaws shall be governed and interpreted under the laws of the State of New York.
Section 8 – Retroactivity
These revised Bylaws shall go into effect immediately after being approved by a majority of the Board of Directors at its annual Board Meeting, and the provisions contained therein shall not be retroactive before that date.
Section 9 – Dissolution
In the extraordinary circumstance of the Board of Directors voting with a quorum present and a majority of 75% of the Directors voting to dissolve the Association, all of the assets of the Association shall be donated to numismatic and/or Israel and/or Jewish non-profit organizations that have been established for at least ten (10) years as determined by the Board of Directors. No proxies shall be allowed in regard to the actions described in this Section 9.
Section 10 – Amendments
These Bylaws may be amended, repealed or altered in whole or in part by a majority vote of the entire Board of Directors. The proposed changes shall be mailed, e-mailed, or faxed to each Director at least twenty (20) days before the time that the changes will be considered. Voting by mail, telephone, etc. shall be permitted.
P.O. Box 20255
Fountain Hills, AZ 85268