BYLAWS OF ASHEVILLE STAMP CLUB, INC.
ARTICLE I
Name & Mission
§ 1. The name of this organization is the Asheville Stamp Club, Inc.
§ 2. The Club’s Mission is to promote the collection and study of philatelic material, promote fellowship and friendship amongst the members.
ARTICLE II
Offices
§ 1. Principal Office: The official mailing address of the Asheville Stamp Club, Inc., hereinafter referred to as the ASC, shall be the address of the current President.
§ 2. Registered Office: The official meeting place of the ASC shall be located at Deerfield Episcopal Retirement Community, Community Center, 1617 Hendersonville Rd, Asheville, NC 28803.
ARTICLE III
Meetings of Members
§ 1. Place of Meetings: All meetings of members shall be held at the registered office of the ASC, and/or virtually, or at such other places as shall be designated in the notice of the meeting or agreed upon by a majority of the members entitled to vote thereat.
§ 2. Special Meetings: Special meetings of the members may be called at any time by the President, or the Board of Directors of the ASC.
§ 3. Notice of Meetings: A notice stating the time and place of the meetings shall be delivered not less than five days before the date thereof, either by US mail or by e-mail, to each member of record entitled to vote at such meetings.
§ 4. Frequency of Meetings: The ASC shall meet monthly on the third Sunday of each month, January thru November, at 2:00 p.m.
§ 5. Voting List/Membership List: The Secretary of the ASC shall have prepared an alphabetical list of the members entitled to vote at such meetings, with the address of each, which list shall be kept on file and shall be subject to inspection by any member during the meeting. A current Membership list will be mailed to each member twice a year.
§ 6. Quorum: 25% of the Membership in good standing, represented in person or by proxy, shall constitute a quorum at meetings. If there is no quorum at the opening of the meeting of members, such meeting may be adjourned by the vote of a majority of the members voting on the motion to adjourn. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. The members at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave than a quorum.
§ 7. Voting: Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members. Voting on all matters shall be by voice vote or by show of hands unless any member demands a ballot vote on that particular matter.
ARTICLE IV
Directors
§ 1. General Powers: The business and affairs of the ASC shall be managed by the Board of Directors or by such Executive Committees as the Board may establish pursuant to these by-laws.
§ 2. Number, Term and Qualifications: The number of Directors of the ASC shall be not less than three (3) nor more than five (5). Each Director shall hold office until his/her death, resignation, retirement, removal, disqualification, or his/her successor is duly elected and qualifies.
§ 3. Qualifications: The Board of Directors shall be made up to include the four elected officers: President, Vice President, Secretary and Treasurer; and the Immediate Past President.
§ 4. Election of Directors: Except as provided in § 5 of this Article the Directors shall be elected at the regular monthly meeting in November and those persons who receive the highest number of votes shall be deemed to have been elected. If any member so demands, selection of Directors shall be by ballot.
§ 5. Vacancies: A vacancy occurring on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining Director; but a vacancy created by an increase in the authorized number of Directors shall be filled only by election at a regular or special meeting of members called for that purpose. The members may elect a Director at any time to fill any vacancy not filled by the Directors.
§ 6. Chairman: There may be a Chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board. This Chairman shall then preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.
§ 7. Executive Committee: The Board of Directors may, by resolution adopted by a majority of the number of Directors fixed by these bylaws, designate two or more Directors to constitute an Executive Committee. Said committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the ASC.
§ 8. Meetings of Directors: A regular meeting of the Board of Directors shall be held either before or after the regular meeting of members as business or virtually on-line. Special meetings may be called at the request of the President or any two Directors.
§ 9. Quorum: A majority of the Directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the Directors then holding office shall be required to adopt, amend or repeal a bylaw.
ARTICLE V
Officers
§ 1. Number: The officers of the ASC shall consist of a President, Vice President, Secretary and Treasurer and any other officers as the Board of Directors may from time to time elect.
§ 2. Election and Term: The officers of the ASC shall be elected by the members annually. Such elections to be held as stated in the bylaws under Article IV, § 4. Officers may succeed themselves at the will of the members.
§ 3. President: The President shall be the principal executive officer of the ASC and subject to the control of the Board of Directors, shall supervise and control the management of the ASC in accordance with these bylaws. He/she shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the ASC. In general, he/she shall perform all duties incident to the office and such other duties as may be prescribed by the Board of Directors.
§ 4. Vice President: The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. He/she shall be responsible for planning the monthly meeting programs. In addition, he/she shall perform other duties and have such other powers as the Board of Directors shall prescribe.
§ 5. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and Directors. He/she shall give all notices required by law and these bylaws. The ASC may have a corporate seal. The Secretary shall have charge of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. He/she shall keep, at the registered offices of the ASC, a record of the members showing the name and address of each. He/she shall sign such instruments as may require his/her signature, and, in general, shall perform all duties incident to office.
§ 6. Treasurer: The Treasurer shall have custody of all funds belonging to the ASC and shall receive, deposit or disperse the same under the direction of the Board of Directors. He/she shall keep full and accurate accounts of the finances of the ASC and he/she shall cause a true statement of its assets and liabilities as of the close of each fiscal year. The statement so filed shall be kept available for inspection by any member at their request. He/she shall annually file electronically an IRS Form 990 N to satisfy the requirements of our IRC non-profit 501(c)(7) status. (Or the corresponding provision of any superseding United States Internal Revenue Laws)
ARTICLE VI
Activities
§ 1. Auctions: The ASC may elect to hold auctions as a regular element of the meeting program. An Auction Committee shall be appointed by the Board of Directors and shall serve an unspecified term. The Auction Committee shall form and function under a set of rules that are approved by the Board of Directors. Participation in the auctions, both buying and selling, shall be open only to ASC members in good standing as per Article VII, § 5.
§ 2. Journal/Newsletter: The ASC may elect to publish a Journal and/or newsletter. An Editor shall then be appointed by the Board of Directors and shall serve an unspecified term. The Journal shall be published bi-monthly in both electronic and paper form and be made available to all members in good standing as per Article VII, § 5. The Board of Directors will determine an annual budget for the journal and the Editor will be responsible for seeing that total annual expenses for the newsletter are within budget.
§ 3. American Philatelic Society Affiliate: The ASC shall be a Local Stamp Club Chapter of the American Philatelic Society (APS). The Board of Directors will appoint a member to serve as the APS contact. The member shall serve for an unspecified term.
§ 4. General: Committee chairs and committee members may also serve concurrently in other capacities and as Officers.
ARTICLE VII
Contracts, Loans, Deposits, and Dues
§ 1. Contracts: The Board of Directors may authorize any officer or officers to enter any contract or execute and deliver any instrument on behalf of the ASC, and such authority may by general or confined to specific instances.
§ 2. Loans: No loans shall be contracted on behalf of the ASC and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.
§ 3. Checks and Drafts: All checks or other orders for the payment of money issued in the name of the ASC shall be signed by such an officer or officers of the ASC and in such manner as shall be determined by resolution of the Board of Directors.
§ 4. Deposits: All funds of the ASC not otherwise employed shall be deposited to the credit of the ASC in such depositories as the Board of Directors shall direct.
§ 5. Dues: All members of the ASC shall pay annual dues in an amount set by the Board of Directors. The amount shall be subject to review by the Board of Directors at the regular Annual Meeting in November. Dues shall be due for a calendar year on January 1st. A member shall be a member in good standing if his/her dues are paid by March 31st of the calendar year that they fall due.
ARTICLE VIII
General Provisions
§ 1. Seal: The ASC may elect to have a Seal. The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and the name of the State of Incorporation and in the center of which is inscribed Corporate Seal. Such a seal will be impressed on the margin hereof, and will be adopted as the seal of the corporation.
§ 2. Class of Corporation: The Asheville Stamp Club shall be incorporated in the State of North Carolina, County of Buncombe as a nonprofit corporation according to Articles of Incorporation drawn and registered on the 16th day of October in the year 1978.
§ 3. The ASC shall be an IRC non-profit 501(c)(7) corporation.
ARTICLE IX
Amending the Bylaws
The Bylaws of the ASC may be amended by a 2/3 vote of the Board of Directors. The amended Bylaws are approved by a 2/3 vote of the Membership present at a meeting per Article Ill and duly attested to by the officers present at that meeting.
ARTICLE X
Dissolution
§ 1. The Corporation, Asheville Stamp Club, Inc., may be dissolved upon a recommendation to dissolve by two thirds (2/3) of the membership and vote to dissolve by two thirds (2/3) of the Board of Directors.
§ 2. In the event of dissolution, no part of the assets, earnings or treasury shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons. The treasurer shall donate the entire treasury balance, after paying all debts, to a non-profit organization(s) under section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law) as selected by the Board of Directors.
Signature Page
President: Frank Wheeler (Jim Haxby, Stanley Kumor)
Vice President: Peter Goldsmith (Frank Wheeler)
Secretary: Kathy Bromead (Jay Rogers, Lewis Blodgett)
Treasurer: Sarah Giavedoni (Jim Haxby, Stan Kumor, Ellen Craig)
History of Amendments
These Bylaws of the Asheville Stamp Club, Inc. were amended and approved at a regular meeting of the ASC at the then registered office by the members in accordance with Article Ill, § 1 thru 7. Said approval was given on the 21st day of April in the year 1980 and duly attested to by elected officers present at that meeting.
These Bylaws of the Asheville Stamp Club, Inc. were amended and approved at a reqular rneeting of the ASC at the then registered office by the members in accordance with Article Ill. § 1 thru / Said approval was given on the 19th day of September in the year 2010 and duly attested to by the elected officers present at that meeting.
The preceding Articles shall constitute the amended Bylaws of the Asheville Stamp Club, Inc. and were duly read and approved at a regular meeting of that corporation at the registered office shown in Article I, § 1 by the members in accordance with Article II, § 1 thru 6. Said approval was given on the given day of September in the year 2010 and duly attested to by elected officers present at that meeting.
The preceding Articles shall constitute the amended Bylaws of the Asheville Stamp Club, Inc. were duly read and approved at a special Virtual Board Meeting of that Corporation in according with Article IV,§ 8 by the Board of Directors. In accordance with Article III, § 7, said approval was given at the regular meeting on the 17th day of January in the year 2021 and dulv attested to by the elected officers present at that meeting.
The preceding Articles shall constitute the amended Bylaws of the Asheville Stamp Club, Inc. were duly read and approved at the March 17, 2024 meeting of the Asheville Stamp Club. In accordance with Article III, § 7, said approval was given at the regular meeting on the 17th day of March in the year 2024 and dulv attested to by the elected officers present at that meeting.
These were updates approved March 17th, 2024
Article I is added
Article II OK
Article Ill changes
Article IV Sect 8 “virtually” added
Article V Sect 4 VP plans meeting programs
- Sect 6 IRS filing
Article VI The word “Newsletter” replaces the word “Journal”
Article VII Sect 5 “Annual meeting in November” is added
Article VIII Sect 3 is added
Article IX “Added” Amending the Bylaws
Article X and signature page Update as written
