(As amended through July 28, 1993.)
1.1 Name. The name of this unincorporated society is “John Reich Collectors Society” (herein called the “Society”).
1.2. Organization. The Society is a non-profit numismatic and educational organization. The Society shall not issue shares or pay dividends. On dissolution, the remaining funds of the Society shall be distributed to the American Numismatic Association, or to some other organization exempt from federal income tax under I.R.C. §501(c)(3), or a corresponding section of any future federal tax code.
2.1. Purpose. The purpose of the Society is to encourage the study of numismatics, particularly United States silver and gold coins minted before 1840, and to provide technical and educational information concerning such coins.
3.1. Membership. Any person over the age of 12 years may become a member of the Society by applying for membership and paying the dues or annual contribution for the current year. There shall be two classes of members:
a. A Regular Member shall be a person whose application to become a Regular Member has been accepted by the Society, who pays the dues or annual contribution to the Society on an annual basis, and who has paid such dues or contribution for the current fiscal year.
b. A Life Member shall be any person who is and has been a member in good standing of the Society for at least one year, who has made a contribution or contributions totaling an amount equal to or more then twenty-five (25) times the annual dues of the Society current at the time such member applies to become a Life Member to the Society and whose application to become a Life Member has been approved by the Board of Directors. Life Members shall not be required to pay an annual contribution to the Society.
3.2. Number. The number of members shall not be limited.
3.3. Disclosure of Membership. The name or address of any member shall not be disclosed for advertising or commercial purposes or otherwise by the Society or by any member of the Society to any person, firm or corporation without the prior written consent of such member whose name is to be disclosed. The Board of Directors shall promptly expel from membership any member who violates this Section 3.3 of these By-Laws.
4.1. Member of Board of Directors: Election. The Society shall be governed by a Board of Directors consisting of not less than five nor more than ten members of the society (including the President, Vice Presidents, Secretary and Treasurer of the Society), as such number may be fixed by the Board of Directors from time to time. The Board of Directors shall be elected as provided in Section 7.
4.2. Meetings of Board of Directors. The Board of Directors shall meet from time to time, as necessary, to govern the Society. Three Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Meetings may be held by conference telephone calls at which each Director can hear the comments of each other Director. Meetings of the Board of Directors may be called by the President upon at least seven days prior notice to each director.
4.3. Authority. The Board of Directors shall have entire authority in the management and control of the Society's affairs, finances, business and property. The Board of Directors shall have the power to make such rules consistent with these By-Laws as it deem proper governing the Society and its assets.
4.4. Expulsion of Members. The Board of Directors shall expel any member who violates Section 3.3 of these By-Laws and any member who, after investigation, is found to have knowingly misrepresented the genuineness of any coin.
5.1. Titles. The Society shall have a President, a Secretary and a Treasurer. No person may hold more than one office. In addition, the Society may have one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.
5.2. Election, Resignation and Removal. The President, the Secretary and the Treasurer shall be nominated and elected as provided in Section 7, shall serve a term of one year, and shall take office on the October 1 next succeeding the annual Meeting, at which they are elected. Any officer may resign or may be removed with or without cause by the affirmative vote of four Directors.
5.3. Vacancies. If an officer should die, resign or be removed before his terms of office has expired, the vacancy so created may be filled for the remainder of such term of office by the Board of Directors.
5.4. President. The President shall preside at all meetings of members and of the Board of Directors at which the President is present and shall have and exercise the powers, duties and functions pertaining to the office of the President or as may be assigned by the Board of Directors.
5.5. Vice President. In the absence or incapacity of the President, the Vice Presidents, in order of their seniority as designated by the Board of Directors, shall have and exercise the powers, duties and functions of the President. In addition, each Vice President shall have and exercise such powers, duties and functions as may be designated to such Vice President by the Board of Directors.
5.6. Secretary. The Secretary shall act as Secretary of all meetings of members and of the Board of Directors at which the Secretary is present, shall have supervision of the giving and serving of notices of the Society, shall conduct the correspondence of the Society and of the Board, shall have the powers and duties usually incident to the office of Secretary, and shall have such other powers and perform such other duties as may be assigned by the Board of Directors.
5.7. Treasurer. The Treasurer shall have custody of the funds of the Society and shall cause the same to be deposited in the name of the Society in such bank as the Board of Directors may approve, shall have supervision of the accounts pertaining to all receipts and disbursements, shall make only such payments as are approved by the Board of Directors, shall when required by the Board of Directors submit financial reports to the Board of Directors and the members, shall have the powers and perform the duties usually incident to the office of the Treasurer, and shall have such other powers and perform such other duties as may be assigned by the Board of Directors.
5.8. Assistant Officers. Assistant Secretaries and Assistant Treasurers shall have and exercise such powers, duties and functions as may be assigned by the Board of Directors.
6.1. Annual Meeting. The annual meeting of the Society shall be held on such date within 60 days before or after the Annual Convention of the American Numismatic Association in each year as may be fixed by the Board of Directors.
6.2. Special Meetings. Special meetings of members may be called at any time by the President or the Board of Directors.
6.3. Notices of Meetings. Written notice of each meeting of members of the Society, stating the place, day and hour of such meetings, shall be mailed to each member not less than 20, nor more than 40, days before the meeting. Any matters relating to the affairs of the Society may be brought up for action at any meeting of members, except that no By-Law may be brought up for adoption or amendment or repeal unless the substance of such By-Law change is set forth in a written notice of the meeting. The giving of such notice may be waived by unanimous written consent of all members of the Society or by the presence of all members at a meeting.
6.4. Quorum. Ten members, or one-third of the total number of members, whichever number is less, present in person, shall constitute a quorum for the transaction of business at any meeting of the members. If a quorum is not present, a majority of the members acting in person may adjourn the meeting without further notice until a quorum shall be present.
6.5. Required Vote. The affirmative vote, at a meeting of members duly called at which a quorum is present, of a majority of the members present in person shall be the act of the members; provided that at an Annual Meeting where action is taken with respect to amendment of the By-Laws, the affirmative vote of a majority of the members voting thereon in person or by proxy shall be required.
6.6. Proxies. No members may vote by proxy, except with respect to a By-Law amendment.
7.1. Nominations by Nominating Committee. At the first meeting of the Board of Directors following the annual meeting of the Society, the Board of Directors shall appoint a Nominating Committee to serve until the next annual meeting of the Society. The Nominating Committee shall solicit members for suggestions for candidates for officers and Directors. The Nominating committee shall obtain the agreement of each member nominated by it that such member will serve in the office for which such member is nominated. Before the annual meeting in each year, the Nominating Committee shall nominate members as candidates for election at such meeting to the offices of President, Vice President, Secretary and Treasurer and such additional Directors as may be required so that the number of Directors so nominated (including the officers) shall equal the number fixed by the Board of Directors pursuant to Section 4.1 for election at such annual meeting.
7.2. Other Nominations. A member shall also be duly nominated as a candidate for any office to be filled at an election if proposed by one member and seconded by another at the annual meeting of the Society during which such election is to take place.
7.3. Voting in Elections. No candidate for an office shall be voted upon at an annual meeting unless duly nominated. If more than one candidate is nominated for any office, voting on the candidates for such office shall be by ballot by the members present at the meeting, the candidate receiving the greatest number of votes being elected. In case of a tie vote, the choice shall be made by drawing lots.
8.1. Dues. The annual dues for each fiscal year shall be such amount as may be fixed by the Board of Directors and approved by the members at the Annual Meeting next preceding the start of such fiscal year. If the members do not approve the amount of dues for such fiscal year shall remain the same as for the prior fiscal year.
8.2. Payment of Dues. Members shall pay dues in full upon election and thereafter annually on or before October 31 in each year. Persons becoming members after July 31 in any calendar year shall not be required to pay dues, except for the fiscal year beginning the following October 1.
9.1. Fiscal Year. The fiscal year of the Society shall be from October 1 in each calendar year through September 30 of the following calendar year.
9.2. Execution of Instruments and Contracts. All checks, drafts, or other orders for the payment of money and all contracts shall be signed in the name of the Society by such persons as the Board of Directors shall designate by resolution.
9.3. Special Accounts. As a convenience to members, the Board of Directors may permit the Treasurer to open non-interest bearing special accounts in the name of the Society for the benefit of a group of members who may wish to contribute to such account to defray the expenses of a specific undertaking to further the purposes of the Society. The Society shall have no interest in any such account, which shall be maintained solely for the use and benefit of the members contributing to the same.
9.4. Interpretation of By-Laws. If any conflict arises as to interpretation of these By-Laws, the interpretation adopted by the Board of Directors shall be conclusive and binding on the Society and all its members.
These By-Laws may only be amended, added to, altered or repealed, or new By-Laws adopted at a meeting of members by the affirmative vote of a majority of the members actually voting thereon in person or by proxy, provided that the notice of meeting shall have included notice of such proposed action.