As approved 24 July 1999
We, the organizers of the North Carolina Postal History Society, do hereby adopt the following as the Bylaws of said Society, adopted this the 24th day of July 1982, at our first annual meeting in Charlotte, North Carolina.
Article I: Directors
Section 1. Size of Board. The corporation shall consist of, and its powers shall be vested in and exercised by a Board of Directors of such number, not less than five nor more than fifteen, as may from time to time be fixed by the Board of Directors.
Section 2. Term of Board. Members of the Board of Directors shall be elected by ballot by the members at its annual meeting for a term of three years. They shall be divided into three triennial classes in such manner that as near as possible an equal number of trustees shall be voted upon at each annual meeting. Any director may be reelected without limitation as to the number of terms he may serve. Directors shall assume their duties on the first day of the month following their election. (1)
Section 4. Quorum. A minimum of three (3) Board members shall constitute a quorum for the transaction of business at any meeting of the Board.
Section 5. Regular Meetings. A regular annual meeting of the Board shall be held without notice, other than their Bylaws either, immediately before or immediately after, and at the same place as, the annual meeting of members.
Section 6. Special Meetings. Special meetings of the Board may be called by, or at, the request of the President or one-third (1/3) of the directors. The President will fix the place, time and date of such special meeting.
Section 7. Notice. Written notice of any special meeting of the Board shall be given not less than ten (10) days before the date of such meeting to each director at his address of record.
Article II: Meetings of Members
Section 1. Annual Meeting. An annual meeting of the members shall be held on the date and hour set by the vote of a majority of the Board of Directors. At least one such annual meeting shall be held in each calendar year. Each annual meeting shall be held for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Section 2. Special Meetings. Special meetings of the members may be called by the President, a majority of the Board, or not less than one-fifth (1/5) of the members having voting rights.
Section 3. Place of Annual Meetings. The Board may designate any place, either within or without the State of North Carolina, as the place of meeting for any annual meeting.
Section 4. Notice of Meetings. Written or printed notices stating the place, day and hour of any meeting of members shall be delivered to each member entitled to vote at such meeting. In case of a special meeting the purpose or purposes for which the meeting is called shall be stated in the notice. The notice of any meeting may be given by publishing it in any publication of the society.
Article III: Members
Section 1. Classes of Membership.
a. Regular. Regular membership in the Society entitles all such members to receive all regular publications of the Society and to vote at the annual meeting and any special meetings of members.
b. Other Classes. The Board of Directors may in its discretion from time to time establish other classes of membership in the Society.
Section 2. Election of Members. The Board of Directors may establish such eligibility requirements as it deems proper for membership in the Society.
Article IV: Officers
Section 1. Elective Officers. The officers of the Society shall be a President, Vice Presidents, a Secretary and/or Treasurer, all of whom shall be members of the Board. The Board may elect such other officers as it shall deem desirable, including Regional Vice Presidents, such officers to have authority to perform such duties as may be prescribed by the Board.
Section 2. Election and Term of Office. The officers of the Society shall be elected for a two (2) year term by the Board at the appropriate regular meeting of the Board and shall assume their duties on the first day of the month following their election. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.
Section 3. Removal. Any officer elected or appointed by the Board or by the President may be removed by the Board whenever in its judgment the best interests of the Society would be served.
Section 4. Duties of the President. It shall be the duty of the President to function as the executive officer of the Society; to preside at all general meetings of the Society; to appoint such officers as he may deem necessary; to appoint such standing and special committees as he may deem necessary; to fill by appointment any vacancy occurring between elections in any elective offices, other than a Board member, for the remainder of the vacating officer’s unexpired term; to issue calls for meetings; to bring before the Board any matters requiring their consideration; to announce to the membership any acts of the Board; and to perform any other executive act customarily failing within the duties of the President of an organization.
Section 5. Duties of the Vice-President. It shall be the duty of the Vice President to preside at the meetings of the Society and the Board in the absence of, or disability of, the President; to succeed to the office of President in the event of the death, disability or resignation of the President; and to assist the President with such duties as the President may delegate to him.
Section 6. Duties of the Treasurer. If required by the Board, the Treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety as the Board shall determine. He shall have charge and custody of, and be responsible for all funds and securities of the Society; receive and give receipts for monies due and payable to the Society and deposit all such monies in the name of the Society in such bank or other depositories as the Board may select; and in general perform all the duties as may be assigned to him from time to time by the President or by the Board.
Section 7. Duties of the Secretary. The Secretary shall keep written minutes of the meetings of the members and of the Board; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the Society records and of the Seal of the Society and see that the Seal of the Society is affixed to all documents; keep a register of the mailing addresses of each member; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.
Article V: Appointive Officers
Section 1. Appointive Officers. The appointive officers of the Society shall be the editors of its publications. Chairman of the Nominating Committee and such other officers as the President, with the advice and consent of the Board, may decide upon. The duties of such appointive officers shall be those customarily exercised by officers bearing such titles. They shall serve at the pleasure of the President.
Section 2. Nominating Committee. The President shall appoint not less than 90 days before the end of each fiscal year, a Nominating Committee of two (2) members of the Society who will nominate at least two (2) members of the Society for election to the Board and prepare a ballot for submission to the membership. The Nominating Committee will consider any nominations received from the members and if a nomination of any member shall be seconded, it shall be mandatory to place such nomination on the ballot.
Article VI: Checks, Deposits, and Funds
Section 1. Checks. All checks, drafts, money orders, notes or other items of indebtedness issued in the name of the Society shall be signed by such officers and agents of the Society in such manner as shall be determined by the Board.
Section 2. Deposits. All funds of the Society shall be deposited to the credit of the Society in such banks, trust companies or other depositories as may be designated by the Board.
Section 3. Gifts. The Board may accept on behalf of the Society any contribution, gift, bequest or devise made to the Society.
Section 4. Audits. The financial accounts of the Treasurer shall be audited annually by a member of the Society who is familiar in the accounting principles. The auditor will be appointed annually by the President.
Article VII: Certificates of Membership
Section 1. Certificates of Membership. The Board may provide for the issuance and form of certificate evidencing membership in the Society. Such certificates shall be consecutively numbered and signed by the Secretary. The name and address of each member and the date and number of issuance of the certificate shall be entered on the records of the Society.
Section 2. Issuance of Certificates. When a member has been elected to membership and has paid the proper dues, a certificate of membership, if so provided by the Board, shall be issued in his name and delivered or mailed to him by the Secretary.
Article VIII: Books and Records
The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board and any Committees authorized by the President and/or the Board.
Article IX: Fiscal Year
The fiscal year of the Society shall begin on the first day of January and end on the last day of December of each year.
Article X: Dues
Section 1. Amount of Dues. The amount of dues for each class of membership shall be determined from time to time by the Board.
Section 2. Payment of Dues. All dues shall be payable on the first day of the fiscal year. Applications for membership shall be accompanied by a remittance equal to the dues payable for the first year’s membership. (3)
Article XI: Official Publication
The official publication of the Society shall be a called the North Carolina Postal Historian. It shall contain membership and financial reports, news of the Society and its members, articles pertaining to the Postal History of North Carolina and related areas, brief classified and “Help Wanted” advertisement. Its editor shall be appointed by the President with the approval of the Board. Additional official publication may be authorized by the Board at a later date. (4)
Article XII: Amendments of Bylaws
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Board present and voting at any regular meeting or at any Special meeting of the Board, or by the written consent of a majority of the Directors voting by mail. If any action relating to Bylaws as provided herein is to be taken at a regular or special meeting of the Board, at least ten (10) days written notice must be given to each Director of the intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.
Chronology of ByLaw Amendments
(1) On July 24, 1999, Article I, Section 2, last sentence was amended to delete the words “and in any event shall continue to serve until his successor has been chosen.” The following sentence was added:
Directors shall assume their duties on the first day of the month following their election.
(2) On July 24, 1999, Article V, Section 2 was amended to change “120 days” to “90 days.” The Nominating Committee was reduced from three (3) to two (2) members and they were required to appoint at least two (2) vice five (5) new Board members. The section now reads:
The President shall appoint not less than 90 days before the end of each fiscal year, a Nominating Committee of two (2) members of the Society who will nominate at least two (2) members of the Society for election to the Board and prepare a ballot for submission to the membership. The Nominating Committee will consider any nominations received from the members and if a nomination of any member shall be seconded, it shall be mandatory to place such nomination on the ballot.
(3) On July 24, 1999, Article X, Section 2 was amended by deleting the second sentence. This eliminated the partial dues payment for applicants joining later in the fiscal year. The section now reads:
All dues shall be payable on the first day of the fiscal year. Applications for membership shall be accompanied by a remittance equal to the dues payable for the first year’s membership.
(4) On July 24, 1999, Article XI was amended to delete calling the official publication of the Society a newsletter and to change its name. The first sentence of the article now reads:
The official publication of the Society shall be a called the North Carolina Postal Historian.