Ukrainian Philatelic and Numismatic Society

Promoting Ukrainian stamps, coins and other collectibles

UPNS Bylaws

BYLAWS

 OF THE UKRAINIAN PHILATELIC AND NUMISMATIC SOCIETY

ARTICLE I.  NAME OF THE SOCIETY

The name of the Society shall be 'Ukrainian Philatelic and Numismatic Society'.  

ARTICLE II.  PURPOSE AND OBJECTIVES

Section 1.  UPNS is organized for educational and cultural purposes.  Its objectives are to promote, stimulate and advance the study and knowledge of Ukrainian stamps, banknotes and all matters relating thereto along educational, scientific, and historical lines.
Section 2.  To carry out these purposes UPNS shall acquire real and personal property by gift, devise, bequest or otherwise. 
Section 3.  The Corporation shall engage in the foregoing purposes all without profit to the Corporation, its members or its officers and none of its net income may inure in whole or in part to the benefit of any member or private individual.

ARTICLE III.  MEMBERSHIP AND DUES

Section 1.  Membership in UPNS is open to anyone in any country of the world.  It shall consist of regular members, student members, life members, honorary members, and group members.  A member is in good standing if their dues are not arrears, has not been suspended, nor has charges pending against them in accordance with this article.
Section 2.  Any individual eighteen years of age or older, who in interested in Ukrainian stamps, banknotes, medals, etc., is of good character and shares the goals of UPNS may apply for regular membership.
Section 3.  Any person less than eighteen years of age who meets the requirements of section 2 of this article and whose application for membership has been endorsed by a parent or legal guardian is eligible for a student membership.
Section 4.  Any full-time student, irrespective of age, who is enrolled in an accredited college, university, or secondary school and who otherwise meets the requirements for membership is eligible for a student membership.
Section 5.  Honorary membership, not more than one of which may be awarded in any calendar year, may be conferred by the Executive Board upon written nomination by at least two members of UPNS and by an affirmative vote of at least seventy-five (75%) percent of the board members upon any person who has truly rendered UPNS, and/or the field of Ukrainian philately or numismatics noteworthy service.
Section 6.  Any member in good standing, upon payment of the prescribed fee shall become a life member. A life member has all the privileges of a regular member, but is exempted from payment of annual dues.
Section 7.  Philatelic and numismatic clubs or societies, libraries, museums, archives, schools, or similar organizations, if bona fide, are eligible for group membership in UPNS.  However, each such membership confers on the group a right to receive only one Journal and one vote. Such memberships will be treated as regular members.
Section 8.  A local group or chapter of UPNS may use the initials ’UPNS' and the word "Group”, "Chapter" or any such term denoting a connection with UPNS in its name provided that 5 members or more of the group are members of UPNS. A chapter or group must be autonomous, and if it has a constitution, a copy must be filed with the Secretary of UPNS.  A chapter or group cannot commit UPNS financially and UPNS is in no way liable in connection with the activities of any group or chapter. A group or chapter representative shall be designated as a point of contact with the secretary of UPNS.
Section 9.  Application for membership shall be made in the form prescribed by the Executive Board of UPNS and shall be forwarded to the secretary or the business address of UPNS .
Section 10.  The admission fee (called address fee) and the amount of the annual dues shall accompany the application for membership.  The Executive Board shall determine the amount of the fees.  Annual dues are for one year payable in advance and shall be stated and paid in U.S. dollars.
Section 11.  Non-payment of dues for a period of more than 6 months shall result in suspension of all rights of membership.  Members who have resigned or were suspended for nonpayment of dues and who wish to re-activate their membership may do so by following the procedure for application for membership.
Section 12.  Any member who has willfully violated these bylaws, committed an unfair, unethical act involving another member, who has slandered or libeled the character of a member, or improperly interfered with the activities of UPNS, or otherwise engaged in conduct unbecoming a member, shall upon recommendation of the Adjudicating Committee by a majority vote of the Executive Board be suspended and/or expelled from UPNS membership.  The expelled members shall forfeit their paid membership dues.  A member accused under this section shall be notified by the secretary of the complaint against him in writing as to the charges made.  Such complaint and reply shall be furnished by the Secretary to the Chairman of the Adjudicating Committee.  lf a member has been charged or convicted of a crime relating to property and/or a felony, the Executive Board, without prior notification to the member, may suspend him/her pending further action under this section.

ARTICLE IV.  OFFICERS AND EXECUTIVE BOARD

Section 1.  The elected officers of UPNS shall be the President, the Executive Vice-President, and Vice-Presidents for USA, Canada, Europe, and Australasia, and other areas if such offices are necessary.  Also elected will be the Secretary, Treasurer, three members of the Auditing Committee and three members of the Adjudicating Committee.  All officers of the UPN5 shall serve without any remuneration whatsoever.
Section 2.  The President, the Executive Vice-President, the Vice-Presidents, the Secretary, the Treasurer, and the immediate past President shall constitute the Executive Board.
Section 3.  The appointed officers of UPNS shall consist of the Auctioneer, the Editor of the UKRAINIAN PHILATELIST Journal, the Editor of the Trident-Visnyk newsletter and other such appointed officers who, in the opinion of the Executive Board, are required from time to time to manage the affairs of the UPNS.  The President shall appoint all such officers who shall be members of the Executive Board ex officio.
Section 4.  An elected officer shall cease to hold office and be a member of the Executive Board if he resigns his office by delivering a written resignation to the Secretary or the President, if he is of unsound mind, if he is bankrupt, or if a resolution Is passed by two-thirds of the members of Auditing and Adjudicating Committees that he be removed from office.  An appointed officer shall cease to hold office at the discretion of the President, or in accordance with section 9, article VII of these bylaws.
Section 5.  The Executive Board shall fill any vacancy occurring in any elected or appointed office until the next election with exception of the Presidency.  lf the office of the President becomes vacant, the Executive Vice-President shall automatically succeed to the Presidency.  If there is no Executive Vice-President, the President is succeeded by Vice-President (USA), Vice-President (Canada), Vice-President (Europe), and Vice-President (Australasia). 
Section 6.  Upon the recommendation of the President, the Executive Board shall appoint committees or subcommittees.  The President shall be an ex-officio member of all such committees.
Section 7.  No part of the net earnings of this organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the UPNS shall be authorized and empowered to pay reasonable compensation for service rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of this organization shall be the carrying on of lobbying, or otherwise attempting to influence legislation, and this organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, this organization shall not carry on any other activities not permitted to be carried on:  (a) by a corporation/organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law) or (b) by a corporation/organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law).

ARTICLE V.  DUTIES OF ELECTED OFFICERS

Section 1.  The President shall have general supervision over the affairs of the UPNS.  He shall preside as Chairman at meetings of the Executive Board and at general meetings of the members. 
Section 2.  The duties of the Executive Vice-President shall be to assist the President and in his absence to act for him.  In the event of a vacancy in the office of the President the Executive Vice-President shall succeed to the Presidency for the remainder of the term.
Section 3.  The duties of Vice-Presidents shall be to assist the President and the Executive Vice-President as required in the discharge their duties.
Section 4.  The duties of the Secretary shall be to keep a true and accurate record of all transactions of the Society, to receive applications for membership and to process them in accordance with the bylaws, to undertake such correspondence as is required in the pursuit of the Secretary’s duties.  The Secretary shall prepare a report annually, or more often if required, for submission to the Executive Board.
Section 5.  The duties of the Treasurer shall include responsibilities for the custody of all monies and securities of the Society subject to the supervision of the executive Board.  The Treasurer shall advise the Executive Board in all matters concerning financial duties discharged and may authorize disbursing of funds if presented with vouchers signed by the President.
Section 6.  It shall be the duty of all officers, both elected and appointed, to furnish reports to the Executive Board when requested.  All officers will also furnish reports, books, documents, papers, receipts, letters and other requested materials to the Auditing Committee.  Refusal to honor such requests shall be sufficient grounds for suspension and/or removal from office by the Executive Board or the Auditing Committee without going through the procedures set out in Article IV of these bylaws.
Section 7.  All expenses incurred by the members of the Executive Board shall be reimbursed by the Treasurer if these are approved by the President.  All expenses over $100.00 must receive prior approval of the President.  lf disagreement arises on the reasonableness of expenses, the matter will be decided by the entire membership.

ARTICLE VI .  THE AUDITING COMMITTEE

Section 1.  The Auditing Committee shall consist of the Chairman and two members elected by the membership.
Section 2.  A vacancy occurring on the Auditing Committee shall be filled by the Chairman of the Auditing Committee.  Should the office of the Chairman be vacant the remaining two members will fill the vacancy and elect a new Chairman.  Should they not agree on a candidate, then the Chairman of the Adjudicating Committee shall cast his vote.
Section 3.  The principal duties of the Auditing Committee shall be to see that the elections of officers are held properly and to insure that the Executive Board conducts the business in accordance with these bylaws.  The Auditing Committee may request the members of the Executive Board to furnish them records and documents as outlined in Article V above.
Section 4.  It shall further be the duty of the Auditing Committee to act as trustees of the UPNS Trust Fund which consists of life membership dues and other funds so designated.  All earnings of the UPNS Trust Fund will, however, be transferred to the Treasurer for conduct of the Society’s business.
Section 5.  The Auditing Committee will check all financial records of the UPNS at least annually, or more often, and report their findings to the membership through publication in the newsletter.
Section 6.  It shall be the duty of the Chairman of the Auditing Committee to keep a duplicate roster of the membership and a duplicate set of membership applications.
Section 7.  lf it should be the finding of the Auditing Committee by two-thirds vote, that an elected or appointed member of the Executive Board has not honestly or not in accordance with these bylaws conducted the affairs of the UPNS, then the Chairman, or a member of the majority shall present the facts to the Adjudicating Committee for action in accordance with Article IV of these bylaws.
Section 8.  lf it should be the finding of the Auditing Committee by two-thirds vote, that the Treasurer of the UPNS is not conducting the affairs of the Society honestly or not in accordance with these bylaws, he shall be immediately suspended and removed from handling UPNS funds.  Until the Executive Board appoints a new Treasurer, the duties of the Treasurer shall be executed by the Chairman of the Adjudicating Committee or, if necessary, by the Chairman of the Auditing Committee.
Section 9.  All expenses for postage incurred by the Auditing Committee during their duties will be reimbursed by the Treasurer upon presentation of an itemized account.  If, however, the proceedings are against the President or the Treasurer, then reasonable telephone and other expenses are also authorized.  They shall be reimbursed upon proper accounting.  lf there is disagreement as to whether the expenses are reasonable, the matter shall be decided by the majority vote of membership.  Such reimbursements take precedence over all other expenditures of the Society.

ARTICLE VII.  THE ADJUDICATING COMMITTEE

Section 1.  The Adjudicating Committee shall consist of the Chairman and two members elected by the membership.
Section 2.  A vacancy occurring on the Adjudicating Committee shall be filled by the Chairman of the Adjudicating Committee.  Should the office of the Chairman of the Adjudicating Committee become vacant, the remaining two members of the Committee shall fill the vacancy and elect a new Chairman.  Should the two members not be able to agree on a candidate, then the Chairman of the Auditing Committee shall cast his vote.
Section 3.  The principal duties of the Adjudicating Committee shall be to investigate, and resolve complaints among and against members of the UPNS and to adjudicate whether a member accused in accordance with Article III of these bylaws should he suspended and/or expelled from membership.
Section 4.  The decisions of the Adjudicating Committee shall be made after investigation by two-thirds vote. It shall be binding on all members and shall take effect immediately upon notification of the members.
Section 5.  A member may, within thirty days of notification, petition the Adjudicating Committee to reconsider its decision and may present new evidence.
Section 6.  The final decision of the Adjudicating Committee may be appealed to the entire membership.  A notification of intent to appeal must be made to the President and the Chairman of the Adjudicating Committee within thirty days from notification of the final decision.
Section 7.  The appeal to the whole membership shall be made during the next scheduled election, provided the notice of intent to appeal reaches the President at least ninety days prior to said election.  A half page of the newsletter shall be placed at the disposal of the member to present his case to the membership prior to the election.  The vote of the membership shall be final and there shall be no further appeal.
Section 8.  All expenses tor postage incurred by the members at the Adjudicating Committee during the exercise of their duties shall be reimbursed by the Treasurer upon presentation of an itemized accounting.  If, however, the proceedings are against the President or the Treasurer of the UPNS, then reasonable telephone and other expenses are also authorized.  They shall be reimbursed upon proper accounting.  If there is disagreement whether the expenses are reasonable, the matter shall be decided by majority vote of the whole membership during the next scheduled election.

ARTICLE  VIII.  ELECTIONS

Section 1.  The elected officers of the UPNS shall be elected for a term of four years.  All elections and voting by the membership will be by mail ballot.  All elected and appointed officers of the Executive Board shall hold office until the election results are certified by the Chairman of the Auditing Committee and both past and newly-elected members are so notified.  After such time the newly-elected officers shall assume responsibility.
Section 2.  The Auditing Committee will perform nominating duties.  It shall seek nominations and ensure at least one nomination for each office.  It will also ensure that the nominees are qualified and dedicated to the goals and purposes of UPNS.
Section 3.  A call for nominations must be made in the newsletter at least three months before the ballots are mailed out.  In the issue of the newsletter that includes the ballot, the full list of names placed in nomination must be published.  A blank space for each office must be provided so that the membership may choose to enter an alternative candidate.
Section 4.  The Auditing Committee shall be responsible for managing the elections.  Ballots in a form approved by the Auditing Committee with a blank space for a write-in must be provided. The names of all nominees will be arranged in alphabetical order and furnished each member of UPNS at least sixty days prior to the date of the election.  Each ballot shall show the “voting date” beyond which, if not received by the Chairman of the Auditing Committee, they shall not be valid.  The ballots shall be returned to the Chairman of the Auditing Committee.  They shall be opened by the Auditing Committee which will verify the eligibility of the voting member and compile the number of votes for each candidate.  An election report shall be prepared and printed in the newsletter.

ARTICLE IX.  MEETINGS

Section 1.  The enlarged Executive Body (the Executive Board, the Auditing Committee, and the Adjudicating Committee} shall meet at least once a year.  The quorum at Executive Board meetings shall be three members of the Board.  Notice of time and place of the meeting shall be furnished to the Executive Board at least thirty days prior to the meeting.  It may meet at the UPNS conventions.
Section 2.  The General Meeting of the members shall be held at the time and place selected by the Executive Board.  The quorum at true General Meeting shall be ten members of whom three must be members of the Executive Board.  A notice of the time and place of the General Meeting must be furnished the members either by Publication in the newsletter or by mail at least ninety days prior to the date of the meeting.  Any business transacted at such General Meeting which is consistent with these bylaws shall be binding upon the Executive Board, the Auditing Committee, the Adjudicating Committee, and the membership.
Section 3.  Reports of the President, the officers, and the Chairmen of the Auditing and Adjudicating Committees if presented at the General Meeting shall be published, possibly in an abbreviated form, in the newsletter.  Any officer or chairman not present shall submit his report in writing to the President, at least seven days prior to the meeting.
Section 4.  The Executive Board may meet periodically during each year upon notification by the President.  Such meetings may be requested also by members of the Executive Board.  All meetings of the Executive Board shall be presided over by the President or his successor as outlined In Article IV above.  The meetings will be conducted in accordance with these bylaws and Robert‘s rules of order.

ARTICLE X.  GENERAL OPERATING FUND AND BUDGET

Section 1.  All officers of the UPNS will serve without any remuneration.
Section 2.  All sums received from admission fees, dues, auction and direct sales, interest from the UPNS Trust Fund, and at least $10 per each living life member shall constitute the operating fund of the Society.
Section 3.  The Executive Board shall annually prepare a budget for the coming fiscal year showing the estimated receipts and estimated expenditures.  The budget shall be balanced.  This budget will be published in the newsletter.  Except where expressly authorized by the Executive Board, all expenditures of the Society shall be limited to the amounts outlined by the budget.  After an election, the newly-elected Board shall reexamine, modify and/or approve the proposed budget not later than sixty days after their installation.
Section 4.  The Treasurer, as directed by these bylaws, may pay such amounts as required in the ordinary operation of the Society except those provided for in Articles VI and VII, which take precedence over any other reimbursements of the Society. 
Section 5.  The Fiscal Year for the UPNS shall commence on October 1 of each calendar year.

ARTICLE XI.  UPNS TRUST FUND

Section 1.  The Society shall establish and maintain a Trust Fund based on the life membership dues, specific gifts and bequests to the fund, and other specifically designated income.
Section 2.  The purpose of the Trust Fund shall be to provide income to maintain UPNS and to contribute at least $10 per each living life member to the General Operating Fund annually. 
Section 3.  The trustees of the Fund shall be the President, the Treasurer, all past Presidents, and the Auditing Committee.  For the additional assistance these members may elect up to three more trustees to administer the Fund.
Section 4.  The assets of the Trust Fund shall be invested by the Treasurer, or a person designated by him, in instruments insured by the Government of the United States of America, at the highest obtainable rate consistent with prudent financial practices.  The principal shall be inviolate and only the interest income and $10 per each living life member will be available to the Society.
Section 5.  Should the UPNS be dissolved, the Treasurer shall combine the Trust Fund with other Society’s assets and handle in accordance with Article XII.

ARTICLE XII.  GENERAL

Section 1.  The official publication of the Society is the Journal – UKRAINIAN PHILATELIST.
Section 2.  Notices as required by these bylaws if published in the Journal or the newsletter TRIDENT-VISNYK will be deemed to have been received by the members.
Section 3.  The name the UKRAINIAN PHILATELIC AND NUMISMATIC SOCIETY and the initials UPNS, and any seals, logos, or trademarks adopted by the Society cannot be used for commercial purposes without the specific approval of the Executive Board.
Section 4.  Contracts and documents shall be signed by any two of the following:  the President, the Executive Vice-President, Vice-Presidents, the Treasurer, the Secretary, and other elected or appointed officers of the Society as they are approved by the Executive Board.  The Executive Board may also authorize one officer to sign.
Section 5.  Should the UPNS be dissolved or liquidated pursuant to the Non-Profit Corporation Laws of the State of New York of the United States of America, all assets shall be distributed as determined by the Executive Board to a Ukrainian non-profit institution(s) closely identifying with the goals of the UPNS, preferably located in the United States of America.  One institution that should be considered is the Harvard Ukrainian Research Institute of Cambridge, Massachusetts.
Section 6.  The dissolution or liquidation of the UPNS shall occur upon a proposal by the Executive Board to dissolve the Society and a two-thirds affirmative vote of the general membership, or if the nominating committee is unable to find at least three members willing to serve on the Executive Board the dissolution shall be supervised by the Auditing Committee.
Section 7.  Limitation of liability: no officer of UPNS shall be liable for the acts, receipts, neglect or defaults of any other officer, or for any loss, damage, or expense, unless the same are occasioned by his own willful neglect or default; provided that nothing herein shall relieve any officer of any liability imposed upon him by the laws of the State of New York of the United States of America.

ARTICLE XIII.  AMENDMENTS

These bylaws may be amended by two-thirds affirmative vote of the general membership, by written ballot. The balloting procedure shall be in accordance with Article VIII of these bylaws, the amendments to be listed in place of the nominees, and justification given for said amendments.