Policies & Regulations

Rules & Regulations

The Executive Director is in charge of the staff who implement policy set by an elected Board of Directors. Policy must be in compliance with Pennsylvania and federal laws as well as the Society’s bylaws which as approved by the membership.

The APS also complies with Sarbanes Oxley recommendations for nonprofit organizations.

 

 

Bylaws

Bylaws of the American Philatelic Society (APS)


A Pennsylvania Nonprofit Corporation

Adopted August 17-18, 1993, and as subsequently amended
REVISED JUNE 2011

Also available in .pdf format.

INDEX

Article 1 - Mission, Purpose, and Powers
Article 2 - The American Philatelist
Article 3 - Membership
Article 4 - Meetings of the Society
Article 5 - Officers
Article 6 - Duties of Directors and Officers
Article 7 - Committees
Article 8 - Divisions
Article 9 - Chapters
Article 10 - Affiliates
Article 11 - Funds, Finances, and Salaries
Article 12 - Limitations of Personal Liability
Article 13 - Amendments
Article 14 - Standing Resolutions
Article 15 - Dissolution

 

Article 1 - Mission, Purpose, and Powers

1.1 Name. The name of the organization shall be the American Philatelic Society, or "APS".

1.2 Principal Offices. The principal office of the American Philatelic Society ("Society") shall be at 100 Match Factory Place, Bellefonte, Pennsylvania 16823, until otherwise established by an amendment of the Articles or by the Board of Directors, and a record of the change is filed with the State of Pennsylvania in the manner provided by law.

1.3 Additional Offices. This Society may also have offices at such other places as the Board of Directors may from time to time appoint, or as the activities of the Society may require.

1.4 General Charitable Purposes. The Society is a Pennsylvania domestic not-for-profit corporation organized for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, as amended. All activities of the Corporation shall be undertaken without regard to race, religion, ethnicity, national origin, age, sex, or marital status.

1.5 Mission. The specific and primary purposes of the Society are:

(a) To promote stamp collecting and its related areas for people of all ages;
(b) To offer services to its membership and to philately in general, including knowledge and education, which enhance the pleasure and friendliness of stamp collecting;
(c) To initiate and coordinate new programs for the benefit of stamp collecting and of all collectors;.
(d) To represent the United States of America in the world body of philately;
(e) To assist its members in acquiring and disposing of philatelic materials; and
(f) To receive and maintain gifts of money and property, and to distribute money and property, for charitable and educational activities related to stamp collecting.

1.6 Scope of the Bylaws. It is intended that all powers of the Society conferred upon it by virtue of its incorporation shall be executed in accordance with the provisions of these Bylaws, and that admission to membership in the Society, the rights and obligations of members, and the tenure of membership, shall be entirely subject to and depend upon the provisions herein, and the exercise of the authority herein conferred.

1.7 Legal Jurisdiction. The Court of Common Pleas of Centre County, Pennsylvania, shall have sole and executive jurisdiction to hear and determine any issue or matter relating to these Bylaws, including but not limited to: membership in the Society; the rules, regulations, and requirements of the Society; the code of ethical standards to which the Society and its members subscribe; and, any other matter or issue between the Society and any of its members.

1.8 Contractual Jurisdiction. The Court of Common Pleas of Centre County, Pennsylvania, shall have sole and exclusive jurisdiction to determine any contractual dispute or matter between the Society and any member(s), including, but not limited to, any action for the collection of money due the Society brought by or on behalf of the Society for any reason whatsoever.

Article 2 - The American Philatelist

2. The American Philatelist. It shall be the official journal of the Society and shall be published by the Editor under the supervision and direction of the Executive Director. The subscription price shall be determined by the Board of Directors.

Article 3 - Membership

3.1 Qualifications. Any person of good character, interested in philately, may become a member of the American Philatelic Society in accordance with the provisions of this Article.

3.2 Application. Application for membership in the Society shall be made in writing, either in hard copy or electronic copy, or in such form as the Board of Directors shall prescribe.

3.3 Fees and Dues. All application fees, membership fees and annual dues shall be determined by the Board of Directors. If an application is withdrawn, rejected or otherwise not accepted, any membership fees or dues paid shall be refunded to the applicant. Application fees shall not be refunded

3.4 Membership Applicant Processing.

3.4.1 Procedure. Notice of each application for membership shall be published in The American Philatelist or in such other format and in such form and detail as the Board of Vice Presidents shall prescribe. The National Headquarters shall act upon each application for membership not earlier than thirty (30) days after such publication and after all necessary investigations have been completed, unless an objection or information relating to or questioning the good character has been developed. In the event that an objection or information relating to or questioning the good character has been developed, the application will be referred to the Board of Vice Presidents for action. A rejected applicant may petition the Appeals Tribunal, as defined by Section 2.11.7, for reconsideration of the application and may submit additional pertinent information. The decision of the Appeals Tribunal upon such reconsideration shall be final.

3.4.2 Objection. Any member objecting to the admission of an applicant shall file a written objection with the Executive Director, accompanied by supporting facts to substantiate the objection. All objections shall be investigated by the National Headquarters and the findings and results shall be reported to the Board of Vice Presidents.

3.4.3 Age. All applicants for membership shall be eighteen (18) years of age. All applications for membership by persons under eighteen (18) years of age shall be subject to such special rules as the Board of Directors may direct.

3.4.4 Membership Numbers. Applicants shall be assigned membership numbers seriatim.

3.5 Life Membership.

(a) Any member, eighteen (18) years of age or over and in good standing, may become a life member on payment of an amount established by the Board of Directors, and any application fee, and shall thereafter be exempt from all dues and assessments. Any applicant desiring life membership shall include the life membership fee plus admission fee with the application.
(b) A member joining the Society prior to January 1, 1974, who has been continuously in good standing for a period of at least 30 years, and who has attained the age of 65 years, shall be granted Life Membership; or, such member may obtain life membership by making a single sum payment of an amount equal to the total dues for the years required to pay dues to age 65 and 30 years continuous membership, or to such time after age 65 that 30 years' membership would accrue.

3.6 Family Membership. Any child under eighteen (18) years of age and/or a spouse of a member, who resides with the member, may become a member of the Society by complying with all the requirements for membership and will be entitled to all rights and subject to all responsibilities of membership. The annual dues for each additional member of a family shall be one-half of the regular dues. The additional member or members shall not be entitled to receive The American Philatelist.

3.7 Good Standing. A member in good standing is one who is not in default in the payment of dues or other indebtedness to the Society, and whose membership is not suspended. .

3.8 Resignation. The resignation of a member shall be submitted to the Executive Director and shall become effective at the end of the month following the submission of the resignation, provided the member has no charges pending and is in good standing. A member against whom charges are pending shall not be permitted to resign from the Society until the member has been restored to good standing.

3.9 Non-Payment of Dues. If a member is in arrears in the payment of dues to the Society for a period of at least thirty (30) days, that fact shall be certified to the Board of Vice Presidents by the Executive Director. If the dues in arrears are not paid within a period of time fixed by the Board of Vice Presidents, the delinquent member shall be dropped from membership.

3.10 Other Indebtedness. If, after notice, a member is delinquent in the payment of indebtedness to the Society for a period of at least thirty (30) days, that fact may be certified to the Board of Vice Presidents by the Executive Director for action.

3.11 Reprimand, Probation, Suspension, and Expulsion.

3.11.1 Grounds, Penalty. Any member found guilty by the Board of Vice Presidents of

(a) Any failure to pay an indebtedness to the Society within the period of time set by that Board; and/or
(b) Any fraudulent or unethical conduct as a stamp collector or dealer; and/or
(c) Any other conduct which has been declared by resolution of the Society or the Board of Directors to be conduct unbecoming to a member, may be reprimanded, placed on probation, suspended for a definite period, or expelled from the Society, or subject to other appropriate sanctions.

3.11.2 Charges, Notice. Charges against a member shall be in writing, and may be proffered by the Board of Vice Presidents itself, by any other officer, staff member, member in good standing, or other individual. All charges shall be definite and specific. A copy of such charges as well as a notice of the time and place of hearing them shall be served, as hereinafter provided, upon the member against whom they are proffered, not less than thirty (30) days prior to the date fixed by the Board of Vice Presidents for a hearing. On or before the date of the hearing, the member charged shall have the right to file a written answer to the charges.

3.11.3 Investigation, Defense, Hearing. Charges proffered against a member shall be investigated by the National Headquarters. In the event the charges are referred to the Board of Vice Presidents, any party to the charges may appear in person and/or be represented by counsel at any hearing related to such charges. The Board of Vice Presidents shall consider the results of any investigation and all evidence, including correspondence and other documents, submitted in support of and/or in defense against the charges, and shall make written findings. If the charges are sustained, the Board of Vice Presidents shall impose a penalty as above provided in these Bylaws. The findings of the Board, and the penalty imposed when the charges are sustained, shall be in writing. All data pertaining thereto shall be permanently preserved at the National Headquarters.

3.11.4 Findings. When charges are proffered against a member, notice thereof shall be given by the National Headquarters. The findings of the Board of Vice Presidents and the penalty imposed, if any, shall likewise be filed with the National Headquarters and entered upon the Society records. The National Headquarters shall advise all parties to the complaint of the Board of Vice Presidents' findings. The findings of the Board of Vice Presidents and the penalty imposed, if any, may also be published in The American Philatelist, unless an appeal is filed as hereinafter provided. The findings of the Board of Vice Presidents and the penalty imposed by it, when no appeal is taken, shall be final. Actions taken by the Board of Vice Presidents may be published or unpublished.

3.11.5 Member Charged With Crime. Any member charged in any court of law with a felony, or charged with crime involving philatelic material or allegations of crimen falsi (class of offenses involving deceit or falsification), may be suspended by the Board of Vice Presidents pending trial and, upon conviction thereof, may be placed on probation, suspended for a definite period, or expelled by the Board of Vice Presidents from the Society.

3.11.6 Appeal. Any involved party aggrieved by any decision of the Board of Vice Presidents may file with the National Headquarters a notice of appeal to the Appeals Tribunal. The notice of appeal shall be filed within thirty (30) days after receipt of notice of the findings of the Board of Vice Presidents. The National Headquarters shall transmit to the Appeals Tribunal all evidence and other data in its possession relating to the charges, and the appeal shall be determined by the Appeals Tribunal at its next regular meeting. The Appeals Tribunal may sustain or revise the findings of the Board of Vice Presidents, and may ratify or modify the penalty assessed. If the Appeals Tribunal upholds the findings of the Board of Vice Presidents, the findings may be published in The American Philatelist or may be unpublished, at the sole discretion of the Appeals Tribunal. Actions taken by the Appeals Tribunal shall be deemed final, and may not be appealed further or otherwise challenged in a court of law or any other legal proceeding.

3.11.7 Appeals Tribunal. The Board of Directors shall establish an Appeals Tribunal to hear appeals from the decisions of the Board of Vice Presidents. Decisions of the Appeals Tribunal shall be final. The Appeals Tribunal shall be composed of the following members: the APS President, Secretary, Treasurer, four Directors-at-Large, Immediate Past President, and the Executive Director, provided they are not a party to or related to any appeal under consideration and are available to hear appeals. The Board of Vice Presidents may appoint one of its members to appear before the Appeals Tribunal and report the views of the Board of Vice Presidents relating to any appeal under consideration by the Appeals Tribunal.

3.12 Reinstatement. Upon payment of appropriate fees and dues, as determined by the Board of Director, a former member, whose membership was terminated other than by expulsion, may apply for reinstatement. The Board of Vice Presidents may establish a period of time in which a former member will be admitted without further action. A reinstated member may be assigned a former membership number only upon payment in full of all dues in arrears. When an application is submitted by a person whose membership was terminated by expulsion, the application shall be dated not less than three (3) years from the date of the expulsion and shall be accompanied by payment of a non-refundable fee, to be set by the Board of Directors, to defray the costs of investigation. The application must also be accompanied by a personal resume outlining the activities of the former member during the expulsion period. The resume should support and substantiate the worthiness of the former member for reinstatement. In addition, the former member shall submit no fewer than five (5) letters of recommendation from Society members in good standing who support the application for reinstatement. If, after review, the Board of Vice Presidents decides that admission is appropriate, the application will be treated as a new application.

3.13 Official Notices.

(a) Notices of hearings of disciplinary proceedings shall be served upon a member charged in person, or by certified or registered mail, or by any other method of delivery that provides proof of receipt.
(b) All other notices may be served in person or by first class mail.
(c) Notices sent by first class mail shall be deposited in the United States mails and addressed to the member at the last recorded address provided to the Society by the member, with postage fully paid.
(d) Proof of service may be established by a postal return receipt, a postal mailer's receipt, or by an affidavit of personal service.
(e) Validity of service shall not be affected by the member's failure to accept delivery, the member's refusal to accept delivery, or by the member's failure to provide the Society with a correct address.
(f) Notices to the membership may be given by publication in The American Philatelist.

3.14 Services of the Society. Services provided by the Society to its members shall be considered a privilege and may be denied to any member abusing the privilege or violating the established rules governing a service.

3.15 Arbitration/Alternative Dispute Resolution. The Board of Vice Presidents, with the approval of the Board of Directors, may establish rules, regulations, and procedures for the arbitration or other method of resolution of disputes between members.

Article 4 - Meetings of the Society

4.1 Annual Meeting.

(a) The annual meeting or convention of the Society shall be held at such time and place, and conduct such business, as the Board of Directors shall determine. The Executive Director shall have authority to assume, on behalf of the Society, such portion of the expense of holding any such meeting as may be deemed advisable.
(b) The Board of Directors shall receive reports of all officers and committees at the annual meeting, and shall conduct any other business that may come before it.

4.2 Other Meeting. Other meeting of the Society may be held at such time and place, and conduct such business, as the Board of Directors shall determine. The Executive Director shall have authority to assume, on behalf of the Society, such portion of the expense of holding any such meeting as required.

4.3 Special Meetings. Special meetings of the Society may be called by the Board of Directors, or by not less than one percent of the membership. Notice of such a meeting shall be published in The American Philatelist or by such other method as the Board of Directors deems appropriate not less than sixty (60) days prior to the date for which it has been called. The call for the meeting shall specify the purpose of the meeting and the matter or matters to be submitted for consideration and action at the meeting; however, no other business shall be transacted at such special meetings. Publication of the notice of such special meetings shall be construed as an official call for the meeting.

4.4 Arrangements for Meetings. Not later than sixty (60) days prior to the date of any annual or other meeting of the Society, the President shall issue the official call for the meeting. The call shall state the time and place of the meeting and shall be published in the following issue of The American Philatelist.

4.5 Quorum. A quorum for the transaction of any and all business at any meeting of the Society shall consist of not less than twenty-five (25) members present at the meeting.

4.6 Reports and Resolutions. All reports of officers and committees and all resolutions presented at any meeting shall be in writing.

4.7 Rules of Order. All parliamentary questions shall be decided according to the latest edition of Robert's Rules of Order.

Article 5 - Officers

5.1 Eligibility. Any member of the American Philatelic Society, in good standing, who is eighteen (18) years of age or over, shall be eligible to hold any office in the Society or to serve upon any committee; provided, however, that a candidate for the office of President shall have previously served either as an elective officer or as a member of the Board of Directors.

5.2 Elective Officers.

(a) The elective officers shall be a President, three (3) Vice Presidents, a Secretary, a Treasurer, and four (4) Directors-at-Large. Such officers shall serve from the time of the adjournment of the annual meeting in the year of their election, to the adjournment of the annual meeting held three years thereafter, and until the election and qualification of their successors in office.
(b) The term of office for all elected American Philatelic Society Board members shall be a 3-year term.
(c) No person shall hold the office of President, Vice President, Secretary, Treasurer, or Director-at-Large, for more than two (2) consecutive terms in the same office.
(d) No person shall hold elective office for more than three (3) terms in any consecutive twelve (12) year period with the exception that a person may hold the office of President for two (2) terms in addition to the three (3) terms enumerated above.

5.3 Administrative Officers.

(a) The Administrative Officers of the Society shall be: the Executive Director, the Society Attorney, and the heads of such divisions as may be established from time to time.
(b) The Executive Director of the American Philatelic Society shall be appointed or reappointed by the President, subject to approval by the Board of Directors, to serve for indeterminate terms. Compensations shall be fixed by the Board of Directors.

5.4 Headquarters. The Board of Directors shall establish a Headquarters where the administrative affairs of the Society shall be conducted. The Executive Director shall be in charge of the National Headquarters.

5.5 Election.

5.5.1 Time. The elective officers of the Society shall be elected by the members of the Society in good standing by ballot triennially.

5.5.2 Nominations. Nominations may be made, with the consent of the nominee, by

(a) A petition or petitions signed by no fewer than ten (10) members, or
(b) A chapter or chapters. Nominations shall be seconded by ten (10) or more other chapters or by ten (10) or more seconding endorsements each signed by ten (10) or more members, not members of a nominating or a seconding chapter, or by a combination of ten (10) chapters and such seconding endorsements. Only one person may be nominated or seconded for each office by a chapter or a member signing a petition. A nomination or a second thereto made by a chapter shall be signed by its President and Secretary. All nominations and seconds thereto shall be filed with the National Headquarters only during that period between the fifth and ninth months inclusive preceding the month during which the annual meeting is held in that year. Each nomination properly seconded shall be published in The American Philatelist not less than ninety (90) days prior to the date of the annual meeting. If the sole candidate for an office dies or is found to be ineligible after nominations have been published, the Board of Directors shall nominate another candidate for such office to fill the vacancy thus created.

5.5.3 Official Ballot. An official ballot shall be prepared by the Executive Director, containing all nominations and spaces for indicating a choice opposite each name. The ballot shall be in such form as shall preserve the secrecy thereof and shall provide for proper identification, and may be in such form as to allow electronic counting. An official ballot shall be provided by the Executive Director to each member in good standing by direct mail, by inclusion in The American Philatelist, or by a secure online method, as permitted by applicable law, not less than ninety (90) days prior to the date of the annual meeting.

5.5.4 Return of Ballot. Ballots shall be returned to the Board of Elections by mail or by a secure online method.

5.5.5 Closing, Canvass, Election. The election shall close at twelve o'clock noon, on the seventh Saturday after the date the ballot is mailed. The Board of Elections shall thereupon canvass the vote and report the results of the election to all officers and candidates. A plurality of all valid votes shall be required for the election of a candidate.

5.5.6 Tie Votes. In the case of a tie vote for any office, the tie shall be broken by vote of the sitting Board of Directors from among the candidates whose votes remain equal. The board shall convene and vote within ten (10) days of the date of the announcement of the tie vote. If a successful candidate dies prior to taking office, the vacancy shall be filled by appointment by vote of the Board of Directors sitting at the time of death.

5.5.7 Announcement. Election results shall be announced in a manner in which the notice shall be received by all members.

5.6 Board of Vice Presidents.

5.6.1 Meetings. The Board of Vice Presidents shall convene no fewer than six (6) times per calendar year, with no fewer than two (2) of the meetings to be held in person. All members of the Board of Vice Presidents shall attend in person all meetings at which a member of the Society, against whom charges have been proffered, notifies the Board in advance that either the member intends to appear in person or counsel intends to appear on behalf of the member. In the event a member or counsel notifies the Board of the intent to appear, the meeting of the Board of Vice Presidents shall be held within ninety (90) days of the Society's receipt of the notice. Such meetings may be continued or adjourned upon good cause shown.

5.6.2 Removal from Office. If any Vice President fails to attend two or more consecutive meetings of the Board of Vice Presidents or more than four (4) meetings during a period of one year, the Board of Directors may declare the position vacant.

5.7 Vacancies.

(a) Death, Resignation or Other Removal from Office. In case of a vacancy in the office of any of the officers of the Society because of death or removal, such vacancy shall be filled as follows: In the office of President, by election by the Board of Directors from among its own membership. In any other elective or administrative office, by appointment by the President, subject to approval of the Board of Directors. In the event of vacancy in the office of President, the Board of Vice Presidents shall call a meeting of the Board of Directors within ten (10) days for the purpose of naming a new President. Such vacancies shall be filled subject to the term limitations of 5.2 (c) and (d).
(b) Should the President notify the Board of Directors that he or she is temporarily incapacitated or otherwise unable to perform the duties of the office, the Chair of the Board of Vice Presidents shall assume the role of Acting President until such time as the President notifies the Board of Directors in writing, or by email or other electronic means, of his or her ability to resume the duties of the office.
(c) Should the President be temporarily incapacitated or otherwise unable to perform the duties of the office, without the notification required under Section 5.7(b), then, upon proper notice to the President and all members of the Board, the Board of Directors may, upon a vote of 75 percent of the members present or voting, declare the President incapacitated, and the Chair of the Board of Vice Presidents shall assume the role of Acting President until such time as the President notifies the Board of Directors in writing, or by email or other electronic means, of his or her ability to resume the duties of the office. The President shall, upon proper notice to the President and all members of the Board, be reinstated upon a simple majority vote of the Board of Directors.
(d) Should any member of the Board of Directors notify the Board that he or she is temporarily incapacitated or otherwise unable to perform the duties of the office, the Board of Directors may, upon a vote of a simple majority of the members present or voting, declare the officer to be incapacitated, and the President shall appoint a person and the board shall confirm that person to act in that officer's stead until such time as the officer notifies the Board of Directors in writing, or by email or other electronic means, of his or her ability to resume the duties of the office. The officer shall, upon proper notice to the President and all members of the Board, be reinstated upon a simple majority vote of the Board of Directors.
(e) In the event of a vacancy or appointment to fill any vacancy, notice shall be provided to the membership in the next issue of the American Philatelist or by other means that assures that all members receive notice of the vacancy or appointment.

5.8 Removal from Office. Any member of the Board of Directors or the Executive Director may be removed from office or suspended for a definite period by the Board of Directors, upon being found guilty by the Board of misconduct in office, or neglect of or inattention to official duty, or upon being found by the Board unable to perform official duty. Charges may be proffered in writing by three (3) or more members in good standing, against any member of the Board of Directors or the Executive Director. Where charges are so proffered by members, the Board of Directors shall first determine whether the charges are of sufficient gravity to justify a hearing thereon, and if so, or in case they shall have decided to act upon their own initiative, they shall cause notice in writing to be served upon the officer against whom the charges are made, not less than ten (10) days prior to the date fixed by them for the hearing thereof. All charges shall be definite and specific, and a copy thereof shall be served with the notice of the hearing. Not less than two-thirds of the full membership of the Board of Directors must concur in any order for removal from office.

Article 6 - Duties of Directors and Officers

6.1 The Board of Directors.

6.1.1 Voting Members. The Board of Directors shall consist of the President, three Vice Presidents, the Secretary, the Treasurer, four Directors-at-Large, and the Immediate Past President. The Board shall have full power to set policy and direction of the Society except as otherwise provided in these Bylaws, but shall exercise its power in conformity with such definite orders and instructions as shall be given to it by the members of the Society by majority vote taken by ballot in a referendum conducted in the manner provided in Section 13.2 for the adoption of an amendment to these Bylaws.

6.1.2 Nonvoting Members. The American Philatelic Research Library President and the Dealer Representative shall be nonvoting ex officio members.

6.1.3 Surety Bonds. Surety Bonds shall be provided for all employees of the Society at the Society's expense and maintained in appropriate amounts by the Executive Director. Additionally, liability insurance coverage for all officers, directors and employees shall be provided and maintained by the Society as may be required from time to time.

6.1.4 Board Meetings. The Board of Directors may be convened in session by the President, or by any three members of the Board, for the general transaction of business, or for the consideration of such special matters as may be specified in the call for the meeting. The meeting may be held in person, through teleconference, conference call, or as otherwise deemed appropriate.

6.1.5 Unanimous Consent of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all of the Directors in office and shall be filed with the Secretary of the Society.

6.1.6 Unbecoming Conduct. The Board of Directors shall have authority to define, by general resolution, conduct unbecoming a member, which shall be the basis for disciplinary action.

6.1.7 Record of Proceedings. The Board of Directors shall keep an accurate, complete, and permanent record of all proceedings, which record shall be permanently filed at the National Headquarters.

6.2 The President.

(a) The President shall preside at all meetings of the Society and the Board of Directors.
(b) The President shall appoint, with the approval of the Board of Directors, the various committee chairpersons. The President or the Treasurer or the President's designate shall sign all vouchers for payments from the funds of the Society over such amount as set from time to time by resolution of the Board of Directors. The President shall execute on behalf of and in the name of the Society, all contracts, deeds, and other legal instruments when so authorized by the Board of Directors, except as specified in Section 5.8 below.
(c) The President shall have general supervision over all officers and committees, to the end that there shall be full and complete performance of their duties by each of said officers and committees.

6.3 The Board of Vice Presidents.

(a) The three Vice Presidents shall constitute the Board of Vice Presidents as said term is employed in these Bylaws. The Board of Vice Presidents shall elect one of its members as Chairperson and/or another as Recorder and the Recorder (Chairperson) shall have the custody of the current records of the Board and shall act as its Secretary.
(b) The Board of Vice Presidents shall have charge and control of the admission of members as otherwise herein provided.
(c) It shall be the disciplinary body of the Society, and shall have authority, subject to appeal to the Appeals Tribunal, to discipline or expel members for failure to pay their indebtedness to the Society, for fraudulent or unethical conduct as stamp collectors or dealers, or for conduct unbecoming a member as defined by general resolution of the Society or the Board of Directors.
(d) It shall keep an accurate and permanent record of its decisions in a form determined by them, and such records shall be permanently filed in the National Headquarters after they have ceased to be current.
(e) It shall submit a report to the annual meeting.

6.4 The Secretary.

(a) The Secretary shall keep accurate and permanent records for all of the regular and special meetings of the Society and of the Board of Directors, which shall be permanently filed at the National Headquarters.
(b) The Secretary, when required, shall attest all legal documents and all charters for chapters and certificates presented to life members, and shall perform such other duties as are delegated to the Secretary elsewhere in the Bylaws.

6.5 The Treasurer.

(a) The Treasurer shall oversee the investments of the Society subject to the supervision of the Board of Directors.
(b) The Treasurer shall advise the Executive Director in all matters concerning the financial duties discharged at the National Headquarters.
(c) The Treasurer shall in collaboration with the Executive Director present an annual financial report and a report of budgetary requirements.

6.6 The Directors-at-Large. The Directors-at-Large shall have supervision of such activities of the Society as may be assigned to them by the President, and shall help promote the Society in their several localities.

6.7 The Immediate Past President. The Immediate Past President shall be a member of the Board of Directors, and may vote in all matters pending before the Board. If the Immediate Past President is unwilling or unable to serve, or if there is no Immediate Past President, the President may, with the approval of the Board of Directors, appoint another individual who has served as president to serve as the Immediate Past President.

6.8 The Executive Director. The Executive Director shall be responsible for the operation and functioning of the Society as its Chief Executive Officer subject to the supervision of and consistent with the policies, orders, advice and directions of the Board of Directors. He shall be a member of the Society qualified by experience and ability to administer the general business affairs of the Society in a satisfactory manner and shall be in charge of the National Headquarters of the Society and shall have ultimate responsibility for the financial and administrative affairs of the Society, its programs, services and personnel, including but not limited to the following:

(a) supervision of the direct-hire and contract employees of the Society.
(b) execution of contracts and other legal instruments on behalf of and in the name of the Society up to a value and under such conditions as may be determined by the Board of Directors by resolution.
(c) collection and preservation of all general records and official documents of the Society, except as otherwise herein provided.
(d) keeping custody of the seal and records of members.
(e) collection of all dues and fees, and the keeping of proper books of account showing all receipts, disbursements, and balances of cash on hand.
(f) receipt of all applications for membership and to cause the list of applicants to be published in The American Philatelist. If an objection to an applicant is received, copies of the application and objection shall be furnished to the Board of Vice Presidents.
(g) furnishing a printed copy of the Standing Resolutions, Bylaws, and approved Board of Directors' Minutes to any member upon request.
(h) managing fundraising campaigns, soliciting funds from primary donors, seeking grant funding, overseeing solicitation mailings, donor recognition, and proper accounting and use of donations, both in-kind and cash
(i) creating, implementing, and managing successful membership recruitment and retention programs
(j) oversight and management of the operating budgets of the Society
(k) assisting the Board of Directors in long range planning and implementing the strategies designed to achieve its goals.

6.9 Society Records. Any officers or any committees having charge or custody of Society records and/or properties shall, upon termination of their term of office or upon the appointment of a new committee, deliver such records and/or properties to the Executive Director or designate. No permanent Society records shall be destroyed unless approved by the Board of Directors.

6.10 Other Provisions.

(a) In addition to the powers conferred and the duties imposed by this Article upon the several officers of the Society, such officers shall exercise the powers conferred and perform the duties imposed upon them by the other Articles of these Bylaws.
(b) Except as their duties are otherwise herein provided for, the duties of the various administrative officers shall be such as may be prescribed by the Executive Director.

Article 7 - Committees

7.1 Appointments. Subject to the approval of the Board of Directors, the President shall designate such standing committees and appoint chairpersons of such committees. Committee members shall be designated by committee chairpersons subject to approval by the President.

7.2 Tenure. Committees shall serve only for the specific term for which the President is elected and until their successors are appointed; or for such term as the Board shall determine.

7.3 Duties. The duties of the Committees, and the rules and regulations governing their operations, shall be prescribed by the Board of Directors, except as otherwise provided herein.

Article 8 - Divisions

8.1 Divisions.

(a) The Board of Directors shall have authority to establish any Divisions of the Society as they may deem advisable.
(b) When any division is established, the Executive Director shall prescribe the rules and regulations thereof, and all such divisions shall be conducted under the supervision of the Executive Director.
(c) Any division so established by the Board of Directors may be discontinued by the Board at any time, by giving notice thereof in The American Philatelist.

Article 9 - Chapters

9.1 Organization.

(a) Three or more members of the Society may associate themselves together for the purpose of forming a chapter of the Society, and may make application for admission as such. The application shall state the name, location, names of members and officers, and the rules of the proposed chapter. If such application is approved by the Board of Directors, such applicant shall become a chapter of the Society, subject to the provisions of this Article.
(b) In all cases where less than five members of the Society are associated together for the formation of a chapter, the approval of their application shall be probationary, depending upon the increase of the Society members in said chapter to at least five within two years.

9.2 Fees and Dues. Each chapter shall pay the same admission fees and dues as an individual member of the Society.

9.3 Non-Society Members. A chapter may admit to membership therein persons who are not members of the Society, but the number of members of the American Philatelic Society in any chapter shall not be less than five. A chapter shall be considered for the purposes of these Bylaws as an individual member. The operations of a chapter shall be an internal matter of the chapter and the Society shall not bear any responsibility or obligation for any operation or action of any such chapter. Acceptance of the membership of a chapter constitutes an expression of warranty that the chapter is complying and will comply with all laws pertaining to the chapter.

9.4 Chapter Representative. Each chapter shall designate one of its members, who shall be a member of the Society, as the representative of the chapter in its dealings with the Society. The representative shall report all activities of the American Philatelic Society to the chapter, and generally supervise the recruiting from the chapter of members of the American Philatelic Society and make sure that all chapter reports to the Society are promptly made, and all other procedural requirements are complied with.

9.5 Sales Division Service. Chapters may participate in the Sales Division under such conditions as the Executive Director may prescribe.

9.6 Reports. Each chapter shall make an annual report of its activities signed by an officer, and indicate therein those of its members who are members of the American Philatelic Society. Failure to do so or to have less than five American Philatelic Society members on its membership rolls for two consecutive years shall be grounds for the Board of Vice Presidents to revoke the charter of the chapter.

Article 10 - Affiliates

10.1 Specialty Societies. Upon request submitted to the Executive Director, any organization at least national in scope and character formed for the study of a special phase of philately whose objectives and activities are compatible with the American Philatelic Society, may affiliate with the Society with the approval of the Board of Directors. Affiliation may be terminated by either the affiliate or by the Society upon 90 days written notice.

10.2 Purpose. The purpose of affiliation is to sponsor and engage in such activities as will be mutually beneficial to the organizations and to promote the fullest possible exchange of information and ideas for the welfare of philately.

10.3 Reports. Each affiliate will designate a member of the American Philatelic Society to be its representative who will be responsible for furnishing the Executive Director of the American Philatelic Society an annual report including the names and addresses of the affiliate's current officers. This can consist of the published report of the affiliate or, if no published report exists, the report can be made on a form furnished by the Executive Director. Each affiliate shall provide the Society with its bulletins and its membership list when published from time to time and in exchange the Society will provide the representative of each affiliate with the monthly issues of The American Philatelist, which include the periodic and annual reports of the Society.

10.4 Terminology. An affiliate which has heretofore used the designation of "Unit" may elect to continue such designation.

Article 11 - Funds, Finances, and Salaries

11.1 Life Membership Fund. Monies received for Life Memberships shall constitute the Life Membership Fund and shall be invested. Yearly the Executive Director may distribute to the General Fund an amount to be determined by the Finance Committee, and approved by the Board of Directors, to be representative of the cost of services to life members.

11.2 Insurance Fund.

(a) The fees assessed for the circulation of sales books in the Sales Division shall constitute the Insurance Fund, the principal of which that is not needed for the current operations of the fund shall be invested, pending any future need for its use.
(b) From the Insurance Fund may be withdrawn and distributed periodically to the General Fund an amount, to be approved by the Board of Directors, to cover the cost of managing the operations of the Insurance Fund.
(c) There shall be paid out of the Insurance Fund claims submitted by members of the Society for loss or damage to stamps in circulation in the Sales Division where such losses or damages have been substantiated.
(d) There shall also be paid out of the Insurance Fund, with the approval of the Board of Directors, the cost of such protective measures as are established for the purpose of preventing substitution and fraudulent claims and substantiating just claims against the Insurance Fund, the premium upon the official bonds of the employees required to be bonded, the premiums upon insurance provided for the Society, and the cost of processing claims made upon the Fund.
(e) The income of the Insurance Fund, unless required to meet its obligations, may be withdrawn periodically and distributed to the General Fund for the general purposes of the Society.

11.3 Tiffany Fund. Any monies donated to the Society, specifically for the Society's endowment, shall constitute the Tiffany Fund, the principal of which shall be invested to serve as an endowment for the Society. Yearly, the executive Director may distribute to the General Fund any earnings which have accrued to that Fund. Such funds are used to improve services to the membership or to undertake new projects as approved by the Board of Directors.

11.4 Other Funds. The Board of Directors may approve additional funds designated for specific purposes.

11.5 General Fund. All other income of the Society not otherwise designated shall constitute the General Fund.

11.6 Management of Funds. Subject to supervision by the Finance Committee, the Executive Director may enter into or terminate custodial contracts or trust agreements for the management and handling of Society funds.

11.7 Budget. The Finance and Audit Committee shall annually present for approval by the Board of Directors a budget for the ensuing fiscal year showing the estimated receipts accruing to the General Fund, and the proposed expenditures for the current operations of the Society. Except when expressly authorized by the Board of Directors all expenditures of the Society shall be limited to the amounts authorized by the budget as thus approved and in effect at any given time.

11.8 Fiscal Year. The fiscal year for the Society shall commence January 1st in each calendar year.

11.9 Disbursement of Funds. All disbursements of funds shall be executed by the Executive Director or the Executive Director's designate and reviewed by the President or the Treasurer or the President's designate; provided that vouchers and checks for disbursements of amounts less than $5,000.00 may be signed by the Executive Director or the Executive Director's designate.

11.10 Auditing of Accounts. All accounts of the Society shall be audited annually by a certified public accountant employed by the Board of Directors and at any other time when the Board shall so direct.

Article 12 - Limitations of Personal Liability

12.1 Indemnification of Directors and Officers. Each person who is or was a Director or Officer of the Society (including the heirs, executors, administrators of the estate of such person) shall be indemnified and held harmless by the Society for all actions taken by him/her and for all failures to take action (regardless of the date of any such action or failure to take action) to the fullest extent permitted by Pennsylvania law against all expense, liability and loss (including without limitation attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement approved by the APS) reasonably incurred or suffered by such Director or Officer in any such person's capacity as Director or Officer, or arising out of such person's status as Director or Officer. No indemnification pursuant to this Section shall be made, however, in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted misconduct or recklessness.

12.2 Notwithstanding the foregoing section, a director shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:

(a) The director has breached or failed to perform the duties of office under 15 Pa.C.S. 5712 or any amendment, supplement, or re-enactment thereof (relating to standard of care and justifiable reliance); and
(b) The breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness; provided, however, that the provisions of this Section shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or to the liability of a Director for the payment of taxes pursuant to Local, State, or Federal Law.

Article 13 - Amendments

13.1 Amendment Proposals. The Bylaws of the Society may be amended as herein provided. Amendments may be proposed:

(a) By the Annual Meeting;
(b) By petition signed by at least 100 members in good standing;
(c) By action of a chapter of the Society, provided one or more other chapters endorse the proposal; and all proposals and endorsements thereto made by chapters shall be signed by their President and Secretary; and
(d) By the Board of Directors.

13.2 Amendment by the Board of Directors. The Bylaws of the Society may be amended, when appropriate, by a two-thirds majority of the Board of Directors, subject to the approval of the membership as hereinafter provided.

13.3 Procedures. A proposed amendment and an amendment adopted by the Board of Directors pursuant to 13.2 shall be placed in the hands of the Executive Director not later than the last day of the fifth month preceding the month during which the annual meeting is to be held and shall be published in The American Philatelist at least ninety days prior to said meeting. A ballot for voting upon a proposed amendment or amendment adopted by the Board of Directors shall be provided to each member in good standing by direct mail or by inclusion in The American Philatelist not less than 90 days prior to the date of the annual meeting. Arguments pro and con furnished by members interested may be distributed with the ballot, upon such conditions as the Board of Directors may prescribe. The form of the ballot shall provide a space wherein each member may indicate a vote for or against the proposal or amendment submitted. The ballots shall be tabulated and the vote reported by the Board of Elections as herein provided. A favorable vote by two-thirds of the members voting thereon as herein provided shall be necessary for the adoption or nullification of the Bylaws.

13.4 Special Election. The Board of Directors may, in lieu of the procedure set forth, direct that a proposed amendment or an amendment adopted by the Board of Directors be submitted for the vote of the membership by mail, provided due notice thereof shall be given in The American Philatelist at least 90 days prior to said vote.

Article 14 - Standing Resolutions

14.1 Definition and Scope. Standing Resolutions shall be regulatory in nature whose application is not limited to one year, as a Standing Resolution shall be printed as an appendix to the Bylaws, but shall not amend nor change the meaning of the Bylaws.

14.2 Life of Resolution. A Standing Resolution shall stand until its regulations are no longer in force or necessary in the opinion of the Board of Directors.

14.3 Presentation and Adoption. Standing Resolutions shall be presented to the membership at a Business Meeting of the Society for action, provided that the Board may adopt such Resolutions between meetings of the membership, but such Resolutions shall be submitted for ratification at the next meeting of the membership.

14.4 Effect of Prior Resolutions. Standing Resolutions in force at the time of the Bylaws shall remain in effect as herein above provided.

Article 15 - Dissolution

15.1 Upon dissolution of the Society, any surplus remaining after paying or providing for all liabilities of the Society shall be distributed to such other organization(s) organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future Internal Revenue Law, as the Board of Directors shall determine.

Standing Resolutions

Effect of Resolutions

Resolved, Resolutions whose application is not limited to one year, be printed as an appendix to the Bylaws until their regulations are no longer in force in the opinion of the Board of Directors. — 38th Annual Convention, 1923.

Index

1.0 General Resolutions
1.1 Losses at Conventions
1.2 Advertising in The American Philatelist

2.0 Duties of Officers
2.1 Orders and Instruction to Board of Directors
2.1.1 Board of Vice Presidents Procedure
2.2.2 Vice Presidents Not a Collection Agency

3.0 Ethics
3.1 Committee on Ethics
3.2 Code of Ethics
3.3 Use of Membership Number in Advertisements
3.4 Use of Society Seal and Membership Number
3.5 False and Deceptive Advertising (First Day Covers)
3.6 Misleading Advertisements
3.7 Condemnation of Dealing in Fakes
3.8 Perforating Stamps for Fraudulent Purposes
3.9 Return of Philatelic Items
3.10 Unsolicited Approvals

1.0 General Resolutions

1.1 APS Not Responsible for Losses
Resolved, that the APS disclaim any responsibility for damages or losses of any kind incurred in connection with auction sales, bourse, entertainment, or any other affair or function held in conjunction with APS conventions. — 39th Annual Convention, 1924.

1.2 Advertising in The American Philatelist
Be It Resolved that commercial advertising in The American Philatelist shall be limited to:

  1. Members of the Society;
  2. Firms of which a principal officer is a member of the Society; and
  3. Governments and governmental agencies. — 93rd Annual Convention, 1979.

2.0 Duties of Officers

2.1 Orders and Instructions to the Board of Directors
Whereas, Article 5.1.1 of the Bylaws of the American Philatelic Society provides inter alia as follows:

"The Board of Directors shall exercise its power in conformity with such definite orders and instructions as shall be given to it by members of the Society by a majority vote taken by ballot in a referendum conducted in the manner provided herein for the adoption of an amendment to these Bylaws,"

and Whereas, the provision of the Bylaws does not provide for the implementation or procedure by which members may submit proposals for directives for vote: Be It Resolved, By the American Philatelic Society in Convention assembled that in aid of the provision of Article 5.1.1 of the Bylaws of the Society and in supplement thereto; Be It Resolved:

  1. Proposals for definite orders and instructions shall be submitted to the membership only at such times as are provided for in the Bylaws.
  2. Any proposal for orders or instructions shall be concise and shall contain not more than one subject for determination.
  3. Any member may submit as many separate proposals as may be desired.
  4. The Secretary of the Society shall have the sole power to determine whether a given proposal contains more than one proposal and his rejection shall be a final determination of the interpretation of any such proposal.
  5. The Secretary shall make a determination provided in Paragraph 4 hereof promptly so as to give the proponent all reasonable opportunity to redraft and resubmit any desired proposal.
  6. Proposals shall be submitted sufficiently in advance to permit short statements to be prepared, approved by the Secretary, relating to the proposal to be prepared by the interested members and the Board of Directors and sent with the ballot to the members. Such statements shall be signed by an appropriate officer of the Board of Directors and the interested member or members submitting such statements.
  7. The Secretary may reject any proposal which in his opinion is frivolous or scandalous. — 73rd Annual Convention, 1959.

2.1.1 Board of Vice Presidents Procedure
Be It Resolved, that the Board of Vice Presidents shall not be obligated to consider complaints involving loss of philatelic merchandise in transit when sent by the complainant, unless he can furnish proof of its delivery, it being hereby understood that responsibility for safe delivery rests with the sender. Be It Further Resolved, that it is not the duty of the Board of Vice Presidents to appraise or evaluate the worth of any philatelic merchandise or to determine whether the material is worth the price charged unless deceptive advertising, misrepresentation, flagrant breach of good conduct, or dishonesty are apparent. It shall be considered the responsibility of the purchaser to exercise reasonable prudence and caution in his purchases and to return, promptly and without delay any unsatisfactory merchandise. Be It Further Resolved, that in complaints involving counterfeit, fraudulent, false or repaired or damaged stamps, the complainants shall provide the Board of Vice Presidents with expert opinion, other than his own, from a recognized authority, to support the charges. Be It Further Resolved, that in the filing of complaints involving non-payment or the return of philatelic merchandise, the complainant shall provide the Board of Vice Presidents with evidence showing that the material was actually ordered. Any such complaints arising from the sending of unsolicited approvals need not be accepted by the Board. — 65th Annual Convention, 1951.

2.2.2 Vice Presidents Not a Collection Agency Resolved, That it is the sense of this Convention, that it is neither the duty of the Board of Vice Presidents to act in this capacity (collection of accounts), nor a proper function for it to exercise, and that it should deal with cases of delinquent accounts only when the circumstances indicate misconduct or conduct otherwise unbecoming a member. — 53rd Annual Convention, 1938.

3.0 Ethics

3.1 Committee on Ethics Be It Resolved by the American Philatelic Society, in convention assembled, that the President be, and he hereby is directed, to name a special committee to be known as the Committee on Ethics. — 60th Annual Convention, 1946.

3.2 Code of Ethics Be It Resolved that the Code of Ethics, as hereafter set forth, jointly entered into by the Board of Directors and the Society of Philatelic Americans and the American Topical Association, be and the same is hereby adopted and ratified. — 93rd Annual Convention, 1979.

3.3 Use of Membership Number in Advertisements Whereas, many stamp dealers using fictitious or corporate names refer to American Philatelic Society membership in their advertisements, and Whereas, the Board of Vice Presidents has found instances where such a reference was being used when no American Philatelic Society member was directly connected with or exercising any managerial authority in the business, and Whereas, it becomes necessary to define the proper use of such reference in order to safeguard our members and maintain the integrity of this Society; Therefore, Be It Resolved, that:

  1. No American Philatelic Society member shall permit his membership number to be used in connection with any dealer's organization in which he is not a principal, a partner, or owner of at least 1/3 of the corporate stock of the corporation.
  2. Any American Philatelic Society member acting to gain for this business the prestige and patronage that accrues through reference to membership in American Philatelic Society shall be personally responsible to the Society for any infringement of rules or any conduct or method of business engaged in by his organization which is contrary to American Philatelic standards.
  3. All dealers and all members using fictitious or corporate names, when referring to membership in the Society in their advertising, shall place after the initials APS of such ads, the membership number of the principal, partner, or stockholder who is an American Philatelic Society member, and shall register said information with the Board of Vice Presidents together with the title of the position which this member holds in the firm.
  4. Any violation of this resolution shall be grounds for disciplinary action. — 72nd Annual Convention, 1958.

3.4 Use of the Society Seal and Membership Number Reproductions of the official seal of the Society, or facsimiles thereof, and/or the membership number, may be used by members on stationery and in publications and advertising to designate Society membership. However, neither the seal nor membership number shall be used in a manner that would indicate Society approval or recommendation as to any items, event or service advertised; nor shall such use be in conjunction with any advertising of any item, event or service that has been disapproved by the Society of its Board of Directors or which is in conflict with the code of ethics. No member may lend the use of a reproduction of the seal or use of his or her membership number to any other person, firm, association or corporation; provided, however, they may be used by a firm or corporation in which the member is an active and substantial owner and bears financial responsibility and if the seal or membership number is so used, the Society member shall be liable for any violation of the Society rules and regulations. The Board of Directors, or its designated officers, may restrict the use of the seal and/or membership number as may be required to maintain the integrity of the Society. — 20th Spring Meeting, 1977.

3.5 False and Deceptive Advertising Be It Resolved that the American Philatelic Society does endorse and approve the following resolution of its affiliate, The American First Day Cover Society, opposing the use of false, deceptive and misleading advertising in connection with first day cover services and the sale of first day covers and the value of such covers. And the Society does hereby join The American First Day Cover Society in urging the elimination of such practices. The text of The American First Day Cover Society's resolution is as follows:

Resolved, that The American First Day Cover Society vigorously opposes the use of false, deceptive and/or misleading advertising in connection with the sale of first day covers and first day cover services; and specifically, the Society opposes the use of false,deceptive and/or misleading references in such advertising which:

  1. Imply significant monetary worth and probable appreciation in value of current first day covers,
  2. Imply scarcity of current first day covers and value concomitant with such alleged scarcity,
  3. Imply that current first day covers are difficult for the individual collector to acquire,
  4. Imply an official status enjoyed by a particular brand of cover which is not enjoyed by others,
  5. Permit the "passing off" of all covers as "official" contrary to established custom and usage of the terminology,
  6. Misstate the time span during which first day covers are canceled and/or made available to collectors,
  7. Misstate the places at which first day covers are canceled, and
  8. Misstate
  9. the age and experience of the seller organization, and,

Be It Further Resolved, that The American First Day Cover Society urges and encourages its members to:

  1. Present similar resolutions to their local philatelic associations,
  2. Protest to dealers and suppliers who use false, deceptive and/or misleading statements in their advertising,
  3. Protest to the philatelic press for accepting and publishing advertising which is false, deceptive and/or misleading,
  4. Protest to the U.S. Postal Service against aiding and abetting false, deceptive and/or misleading advertising for first day covers produced in part by the U.S. Postal Service and sold by mail.

— 18th Spring Meeting, 1975.

3.6 Misleading Advertisements Whereas, evidence reveals that some stamp dealers advertise selected items at reduced prices when they cannot supply same to those who answer their ads, and that they deliberately delay refunding the purchase price, seeking to induce purchase of other material while holding for their use other people's money; Therefore, Be It Resolved, that the American Philatelic Society condemns such practices by dealers and designates the practice as unethical and therefore subject to such discipline as is designated for other actions unbecoming a member of this Society. — 74th Annual Convention, 1960.

3.7 Condemnation of Dealing in Fakes Be It Resolved by the American Philatelic Society in convention assembled, that the Society unqualifiedly condemns the sale or disposition of any philatelic item which has been reperforated, repaired, regummed, or otherwise altered, unless the true character of such item is clearly and definitely designated thereon; Whereas, this convention has taken action in condemnation of the sale or disposition of philatelic items which have been reperforated, repaired, regummed or otherwise altered unless the true character of such items is clearly and definitely designated thereon; and Whereas, there is the like necessity for such designation in case of certain other classes of philatelic items, such as facsimiles, reprints, and counterfeit issues; and Whereas, it is unlawful to acquire, to hold, or possess counterfeit stamps or other philatelic material under certain conditions; Now, therefore, be it resolved by the American Philatelic Society in convention assembled, that the Society condemns without qualification any and all dealing of any kind or character in counterfeit postal issues in any locality in which such dealing is contrary to law. And Be It Further Resolved, that the Society condemns the sale or disposition of any and all counterfeit postal items in any locality and or any and all facsimiles, imitations, and reprints, other than Government- issued reprints or reissues, unless the true character of such items is clearly and definitely indicated thereon in the manner which shall be designated in the case of altered items. — 56th Annual Convention, 1941.

3.8 Perforating Stamps to Work a Fraud Resolved, Whereas, the hobby of philately is seriously menaced by the dangerous and vicious use of perforating machines to produce rare stamps, and whereas, many unsuspecting collectors will purchase such items from unscrupulous venders, therefore be it Resolved, that the American Philatelic Society in convention assembled hereby declares that any member who knowingly manufactures or sells such stamps, is guilty of unethical conduct and subject to expulsion. — 50th Annual Convention, 1935.

3.9 Return of Philatelic Items Resolved, that in the absence of a written agreement, the APS goes on record as establishing a two-year limit from the date of sale for the return of any item which has been declared by a recognized expert committee to be other than as described at the time of the transaction. - 38th Annual Convention, 1923; amended 99th Annual Convention, 1985. further amended 34th Spring Meeting, 1991.

3.10 Unsolicited Approvals Whereas, the American Philatelic Society has heretofore expressed its opposition to the practice of sending unsolicited approvals through the mails; and Whereas, The Federal Trade Commission and the legislatures of several states have now expressly declared such practices as being undesirable and have promulgated rules and regulations that remove any duty whatsoever from the recipients of such merchandise to either account for or to return the same regardless of whether or not return postage is included; and Whereas, Some Senders of such material have at times used coercive methods in an effort to collect for such unordered merchandise; now, therefore, Be It Resolved, That any coercive pressure exerted by the sender of unsolicited approvals to secure payment therefore shall be considered to be unethical conduct upon the part of the sender of such material. — 13th Spring Meeting, 1970.

Code of Ethics

Code of Ethics

Also available in .pdf format.

Membership in the American Philatelic Society is a privilege extended to those persons and organizations deemed worthy thereof and is not a matter of right. Membership may be maintained unless the Board of Directors determines that the conduct of a member has been such that, in the best interest of the Society, membership should be suspended or terminated.

For guidance of its members, this Code of Ethics has been duly adopted by the Board of Directors and by the authority vested in it by the Constitution and Bylaws of the Society. A breach of ethics by any member reflects, directly or indirectly, upon all other members. Such a breach shall be considered conduct prejudicial to the welfare of the Society and cause for disciplinary action by the Board of Directors.

As a member of the American Philatelic Society

  1. I agree to support and be governed by the Constitution and Bylaws of the APS and such amendments, resolutions, and policies as may be established.
  2. I agree to abide by all federal, state, and local laws relating to philatelic matters.
  3. I agree to conduct myself so as to bring no reproach or discredit to the APS, or to impair the prestige of membership therein, or to philately.
  4. I agree neither to buy nor sell philatelic items of which the ownership is questionable, and to report promptly to the proper law enforcement agencies information on suspected stolen material.
  5. I agree to correct promptly any error I may make in any transaction.
  6. I agree to assist in the prosecution of violations, of which I have knowledge, of laws pertaining to philatelic matters, and to report promptly to the proper law enforcement agencies any such violations.
  7. I agree not knowingly to sell, trade, produce, or advertise repaired, altered, or otherwise modified philatelic items unless that condition is clearly stated. I further agree not to sell, produce, or advertise counterfeit material in any form, in violation of any law.
  8. I agree to fulfill all contracts made by me, either orally or written, to make prompt payments upon delivery, and to return promptly any item that is not satisfactory.
  9. When exhibiting, I agree to display only material from my own collection or else to state clearly the contrary intent.
  10. I agree that substitution of stamps or covers, in circuits, approval selections, auction lots, etc. is dishonest and is cause for expulsion.
  11. I agree to bring known examples of irresponsible or unethical tactics to the attention of the societies in which I hold membership and which embrace this code.
  12. I agree to conduct myself in accordance with accepted standards of morality and courtesy in philatelic activities not specifically cited in the code.
  13. Requests for extension of time to return purchased material while awaiting expert opinion is not an acceptable reason to hold up payment for same. Prompt refund shall be from the seller should the material submitted for opinion be deemed other than as offered or described by the seller. Unless otherwise previously agreed, the seller shall also bear reasonable costs for obtaining the opinion if material is other than as offered or described. The buyer shall inform the seller immediately after receipt of any expert opinion. Requests for extension of time must be in writing.
  14. I agree to read, understand, and be bound by the "terms of sale" conditions before submitting an auction bid or placing a philatelic order.
  15. If I should be found guilty of unethical or unlawful conduct, the record thereof may be disclosed to other philatelic societies of which I am a member.
  16. I agree that any dispute concerning philatelic transactions in which I am involved may be settled by arbitration mutually agreed upon by the parties involved.
  17. I agree not to knowingly participate in any way in the advertisement, sale or trade of any philatelic material using any deceptive practices including, but not limited to, false or misleading claims of sales scarcity, value, condition or investment potential.
  18. I agree that no dealer or auctioneer knowingly shall represent in any way, including, but not limited to, a prices realized report that a bona fide sale of a philatelic item at a given price has occurred when, in fact, no change of ownership did occur.
Every member is bound to adhere to the Code of Ethics. The Code is recognized and highly respected in the organized philatelic community.
The three-member Board of Vice Presidents, which serves as the judicial body of the Society, investigates alleged breaches of the Code of Ethics. The Board assures a fair hearing is accorded to the parties involved and its rulings are binding upon members.
Should you become involved in a philatelic dispute against another APS member, the Board of Vice Presidents and the Code of Ethics are your assurance of a fair, due process investigation. While this is one member benefit we hope you'll never have to use, we're proud to provide this beneficial service to organized philately.
Internet Code of Ethics

The American Philatelic Society expects its members participating in philatelic activities on the Internet and on online services (computer networks) to behave in accordance with its member Code of Ethics.

The Code reminds stamp collectors that ‘Membership in the American Philatelic Society is a privilege extended to those persons and organizations deemed worthy thereof and is not a matter of right. Membership may be maintained unless the Board of Directors determines that the conduct of a member has been such that, in the best interest of the Society, membership should be suspended or terminated.’

The Code calls for ethical conduct in all transactions, including those that may be initiated on these services, such as sales and auctions.

In accepting membership, members of the Society further pledge that ‘I agree to conduct myself in accordance with accepted standards of morality and courtesy in philatelic activities not specifically cited in the code.’ (Paragraph 12).

Violations of these standards of behavior by members may be reported with substantiating evidence to the American Philatelic Society via electronic mail or by regular mail (Internet Complaints, American Philatelic Society, 100 Match Factory Place, Bellefonte, PA 16823).

Complainants should include their real names and electronic or physical addresses so that the matter may be followed up. APS membership by the complainant is not required.

Terms of Sale and Website Usage

Terms of Sale

Purchase of any products sold by APS shall be subject to and expressly limited by the terms and conditions contained herein. APS reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of APS may be applicable with respect to certain products.

Tax Information

All non-perishable items (clothing not taxed) sold to or shipped to a Pennsylvania resident shall be charged the PA state sales tax of 6%. Buyer must provide APS with a resale/exemption certificate prior to placing an order to avoid the applicable taxes. Proof of tax exemption should be mailed to: APS, ATTN: Administration Dept., 100 Match Factory Place, Bellefonte, PA 16823, or faxed to (814) 933-6128.

Payment

All items purchased through the APS website shall be paid for immediately through a credit card (Visa, MasterCard, or Discover), PayPal, or through a member account balance. We do not accept check payments for online purchases (Mail-in orders may use a check or money order payable to APS).

APS secures payment at the time the order is placed and items are normally shipped within 7-10 days of your card being charged (with the exception of Expertizing Certificates and advance orders for items advertised as not yet available). If for any reason we will not be able to ship within 30 days we will contact you with an estimated shipping date. If the new shipping date is not acceptable we will refund your credit card. Although we ask for 90 days from receipt until return of Expertizing items, the average turnaround time is 45 days.

Money on Account

For your convenience you may deposit money on account to cover anticipated future purchases or charges. You may request a refund of your account balance any time. If you have a credit balance with us, we may use this to offset any outstanding debts to us.

Returns and Refunds

You may return most items sold and fulfilled by APS and StampStore.org within 30 days of the ship date for a full refund. You must contact APS to initiate a Return Merchandise Authorization (RMA) before returning. Expect your refund within 4 weeks of shipping your item (though in many cases you'll receive the refund sooner). When you return an item you have the option to receive a refund (if you paid by credit card, your refund will be credited to the credit card) or you may elect to apply the return amount to your APS account for future purchases.

Return Process:

  • Call the APS to notify us of your wish to return an item 1-814-933-3803.
    Dial Ext. 270 for stamp returns or ext. 210 for general item returns.
  • The APS staff will provide you with a "Return Merchandise Authorization (RMA)" number that you will need to write on the outside of the package as well as on a note inside.
  • Attempt to return item(s) in their original product packaging or in something to protect the shipment.
  • Stamp items should be returned via "Signature Confirmation" or "Registered" to protect yourself from the item being lost in the mail.
  • General items can be returned first class/priority mail.
  • Allow up to four weeks for the refund to be processed.

 


Exchanges

If you received a damaged item and need to exchange it for the same item, contact us to request a replacement (in most cases we will ask that you return the faulty item and we will send you a new one). If you would like to exchange an item for a different one, please return the original item as outlined above (you will be refunded your original purchase price once we receive the item) and place another order for the item you wish to purchase. You do not have to wait for us to receive the original item before placing the new order.

Please note that it takes us 3 - 5 business days to process returns once they arrive at our Returns Center. You can view completed returns and refunds by visiting Your Account.


Shipping Rates for Stamps, Non-Stamp, and Combined Orders

APS strives to keep our shipping rates at a minimum. Below is an outline of our shipping rates for stamps sold through our on-line StampStore and shipping rates for general items such as: books, hobby supplies, Sales Division supplies, apparel, etc.

Shipping Rates for Stamp Items (StampStore items)

Default Shipping Method
 
US
Canada
Intl.
First Class
Under $200
Under $500
Under $500
Signature Confirmation
$200 - $5,000
N/A
N/A
Registered
$5,000+
$500+
$500+

Total Shipping Cost = "Per Shipment" cost + "1% handling and 1% insurance"
Note: The 2% charged is applied to the total of the stamp purchase (excluding tax and shipping charges) which covers insurance and handling of the item(s).

Stamp Order - Per Shipment Base Fee
Destination
First Class/Priority Mail
United States
$2.95 + 1% handling + 1% insurance
Canada
$3.95 + 1% handling + 1% insurance
Foreign
$7.95 + 1% handling + 1% insurance
Optional Registered
Add $10 to above

Note: Orders may be canceled if items may not be legally sent to a country because of US restrictions, in cases of civil war or suspension of mail service, and to countries for which prior shipments have repeatedly been lost or stolen. Regardless of value, registered mail may be required to send items to other countries for which regular mail has proven unreliable. Buyers will be informed of any order cancellations or additional requirements before any items are sent.

Shipping Rates for General Non-Stamp Items

Total Shipping Cost = "Per Shipment" cost + "Per Item Extra Shipping"
Note: Extra shipping costs are applied to items that are larger/heavier (such as books). The fee may range from $1.00 - $4.00 depending on the size/weight. The amount will appear along with the description of the item.

Non-Stamp Per Shipment Base Fee
Destination
First Class/Media Mail
United States
$3.00
Canada
$47.00
Foreign
$67.00

Shipping Rates for Combined Stamp/Non-Stamp Items

Combined orders of stamp and non-stamp items will be charged both shipping fees as noted above. All stamps are shipped separately from non-stamp items because they are shipped in special packaging and may require Signature Confirmation or Registered mail. While all non-stamp items are shipped together and sent regular first class/priority mail. Therefore, as two separate shipments are processed, both sets of rates apply.


General Site Usage

Links are provided without cost from the American Philatelic Society (APS) website to sites on the World Wide Web established by APS Chapters and APS Affiliate Societies to promote their groups and stamp exhibitions. Links from the searchable on-line APS Dealer Member Directory to websites maintained by dealer-listed members also are provided without cost.

Advertising links from the APS Dealer Mall on the APS website to websites established by commercial philatelic firms, a principal of which maintains individual APS membership, are provided at a cost of $120.00 per year. Such links imply no endorsement by the APS of any of the information or products offered on those pages or via subsequent links to other pages. All members of the APS do subscribe to, and are governed by the Philatelic Code of Ethics.

Accessing other pages from the APS website may lead to contact with individuals or firms who do not maintain membership in the APS and are not subscribers to the Philatelic Code of Ethics. To verify the current APS membership status of any individual, you may use our online membership verification form.

Links to the APS website established by other sites on the World Wide Web were provided by the originator to make the APS site accessible to more people. The APS does not endorse any information or products or other links offered on the originator's site. When deemed of value to its membership, the APS may establish links to other organizations or companies having no membership relationship to the Society.

The APS makes no warranty express or implied with respect to any information or products offered on other pages or via subsequent home page links. The APS makes no warranty with respect to fitness for a particular purpose. The "website" is distributed on an "as is" basis. The entire risk as to quality and performance is with the user. The user assumes and accepts the risk of any costs, damage, errors or consequences arising from the use of the APS "website", and agrees to bear the entire cost of any necessary servicing, repair, correction or charge related thereto. Neither the APS nor its officers, servant, employees, assigns or contractors shall be liable for direct, indirect, incidental or consequential costs or damages resulting from the use of the APS "website" or any link thereto even if they have been advised of the possibility of such damage.

Governing Law

All matters concerning or dealing with the APS "website" shall be governed by the Laws of the Commonwealth of Pennsylvania and jurisdiction over such matters shall lie with the Court of Common Pleas of Centre County, Pennsylvania.

eBay Code of Conduct

eBay worked with the APS to develop a Code of Conduct for selling philatelic material on eBay. This Code of Conduct has been drawn from the Philatelic Code of Ethics, the Standing Resolutions of the American Philatelic Society, and specific terms of sale which are considered "general trade practice" within the organized philatelic community. It neither replaces nor supplants eBay's general seller rules and regulations, but rather supplements those rules. Sellers are encouraged to abide by these guidelines when selling items on eBay. Failure to do so could result in disciplinary action by eBay and possible suspension or loss of selling privileges.

I agree not knowingly to sell, trade, produce, or advertise repaired, reperforated, regummed, altered, or otherwise modified philatelic items unless that condition is clearly stated. I further agree that forged stamps, fakes, facsimiles, and reproductions are allowed to be sold provided:

1) their sale does not violate applicable laws or copyrights,
2) the item is clearly and indelibly marked as a forgery, fake, facsimile or reproduction on the front or back, and
3) the seller's listing clearly states that the item is a forgery, fake, reproduction, or facsimile and includes an image of the marking.

 

I agree not knowingly to participate in any way in the advertisement, sale or trade of any philatelic material using any deceptive practices including, but not limited to, false or misleading claims of sales scarcity, value, condition or investment potential.

I agree not to sell philatelic items of which the ownership is questionable.

I agree to promptly refund the purchase price for any item which has been deemed by any expertizer approved by eBay as other than as offered or described by the seller.

I agree that the term "As Is" or similar language may be used only to describe condition. It can never be used to comment on authenticity or to excuse a misdescribed item. Furthermore, I agree to use the term "As Is" or similar language only after having described all known faults including those not evident in the picture of my items.

I agree to abide by all laws relating to philatelic matters. Report a fake or incorrectly described item on eBay.

Open Meetings
APS Adopted March 19, 2007

Available in .pdf format

The American Philatelic Society (APS) belongs to all its members. Meetings of the Board of Directors are open and members are cordially invited to attend them. Records and files of the APS are also available for inspection by members. It is the intent of these policies to allow members to be informed participants in the Society, to promote accountability of leadership and staff and to foster transparency in decision making while at the same time protecting the privacy and security of the members.

Open Meetings

Members shall be permitted to attend business meetings of the Board of Directors as observers, subject to reasonable allowance of available space. The President or the Board may rule that certain discussions be conducted in Closed Session without unauthorized members being present.

Eligible for referral to Closed Session are the following matters: personnel and matters of employment, awards, appointments, qualifications, discipline, inter-organizational agreements, business contracts and negotiations, strategy sessions with an attorney or other advisor in regard to litigation or identifiable claims, meetings to consider the purchase or lease of real property, discussions regarding security systems plans and procedures, discussions which would disclose trade secrets, violate a lawful privilege or lead to the disclosure of information or confidentiality protected by law, or reveal investigations of criminal matters, and unusual or extraordinary matters where the lack of confidentiality would be detrimental to the American Philatelic Society. Action on all matters of policy shall be recorded in the minutes of regular open meetings of the Board of Directors.

Open Records

All books and records of account, reports, records of proceedings, organizational and operational documents, and documents associated with Board or administrative decisions shall be open for inspection by and available to members with the following exceptions: personnel files, including applications for employment or membership and their associated recommendations or objections, disciplinary files, business contracts that are subject to nondisclosure agreements, correspondence that would reveal proprietary information; legal and other professional advice or opinions; work product of staff and committees in progress; information protected by state or federal law, information that would disclose the institution or progress of an investigation, information regarding security of Society property and computers; records subject to the APS Privacy Policy or that would disclose private or financial information of an identifiable individual, records revealing the library usage of an individual, documents used for judging and awards, records that would reveal anonymous donors or conditions of donations, documents subject to the APS Whistleblower policy, and documents which otherwise would impinge on the privacy or reputation of an individual or which were submitted by a third person with a reasonable expectation of privacy.

Other records and information are also to be liberally available unless there are privacy or security considerations involved or unless disclosure would place the APS at a competitive disadvantage, disclose proprietary information, or operate to the detriment of the Society.

Member lists shall be available in accordance with the Privacy Policy of the Society as approved by the Board of Directors.

It is the policy of the APS to post the minutes of meetings of the Board of Directors on the open portion of its website.

While the corporate records described above are available to members, they are not necessarily public records. Access to corporate records is a privilege of membership.

The following records, with certain exclusions allowed by law, are considered public records:

  • IRS Form 990
  • IRS Exemption Documentation
  • Articles of Incorporation
  • Deeds, mortgages, agreements, judgments or other documents that have been recorded in an official office
  • Any matter published in the American Philatelist or Philatelic Literature Review
  • Any matter intentionally released to the public.

It is also the policy of APS to consider its annual audited financial statements public records after review and acceptance by the Board of Directors. It is the policy of the APS to post on the public portion of its website IRS Form 990 and its audited financial statements. Additionally, twice a year, in open session, at the Winter and Summer meetings of the APS Board of Directors an update of the balance sheet and statement of activities will be presented.

Requests for records may be made to the Executive Director or the applicable department head at the APS, with the exception of membership lists, which are subject to specific policies. No member who requests information or copies of Society records shall be required to explain or justify the request. However, information can be refused if it appears that the member has motives other than purposes reasonably related to his interest as a member. An example is if the member wants to use Society information in order to compete with the Society. If a member is refused information or documents, he/she may appeal the refusal to the President of the Society. Either the member or the Executive Director may then appeal to the Board of Directors whose decision shall be final. Requests for public documents should be made in writing to the Executive Director.

A reasonable fulfillment fee for research and copying may be assessed for fulfilling a request for documents and records based on the APRL research fee schedule. The APS will give the member an estimate of what the fee will be for his/her acceptance before processing the request. Requests shall be handled in an expeditious manner.

Employee/Volunteer Protection
Established for the APS and APRL

The American Philatelic Society and American Philatelic Society maintain a variety of policies that require directors, officers, employees and its membership to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Among these are the APS Code of Ethics, APS Internet Code of Ethics and Terms of Use, APS Privacy Policies, Board of Directors (or Turstees) Ethics Guidelines, various Standing Resolutions and the APS Employee Policies. Also, as employees and representatives of the APS/APRL we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Fraud, abuse or misuse of resources or assets, dishonest actions or deeds, suspected conflict of interests, harassment of any kind, or any other behaviors that violate APS/APRL policies, governmental laws or regulations should be reported to the appropriate entities within the APS/APRL.

Formal complaints concerning a violation or suspected violation must be presented in writing. Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. No director, officer, volunteer or employee who in good faith reports a violation shall suffer harassment, retaliation or adverse employment consequence. A director, officer or volunteer who retaliates against someone who has reported a violation in good faith is subject to remedies as may be available in various APS/APRL policies. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. Any allegations that prove not to be substantiated and which prove to be made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

All violations or suspected violations should be submitted to the APS Executive Director, who also serves as administrator of the APRL, or the President of the APS or APRL, as may be appropriate. The Executive Director has the responsibility for investigating and resolving all complaints and allegations emanating from staff or relating to staff, unless determined otherwise by the President. All supervisors and managers are required to report suspected violations to the Executive Director.

Additionally, formal complaints regarding corporate accounting practices, internal controls or auditing may also be reported independently to the APS Treasurer, serving as chairman of the Joint Finance and Audit Committee, who may work with either President, the Joint Finance and Audit Committee, and/or Executive Director as may be appropriate until the matter is resolved.

Violations or suspected violations may be submitted on a confidential basis. Reports of violations or suspected violations will also be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. Receipt of a formal complaint will be acknowledged, investigated and appropriate corrective action taken if warranted.

Bequest and Trust Distribution Policy

Approved by the APS Board of Directors, January 28, 2016
Approved by the APRL Board of Trustees, February 23, 2016

In the absence of specific donor instructions, funds received from bequests and beneficial distributions will be designated for any of the following:

  • Repayment of long-term bank debt,
  • Endowment Funds,
  • Acquisition of fixed assets with expected useful lives of ten years or longer
APS Member Suspension Policy

Approved by the APS Board of Directors, April 17, 2018

In accordance with Section 3.11.5 of the American Philatelic Society Bylaws, upon notification of a felony charge or charged with crime involving philatelic material or allegations of crimen falsi (class of offenses involving deceit or falsification), the Executive Director or his designated Complaints Manager shall notify an APS member in writing of their suspension, pending resolution of the charge(s).

The Executive Director or his designated Complaints Manager shall notify the Board of Vice Presidents of this action at the same time. The Board may review the charges and, if they deem appropriate, take further action under the provision of Section 3.11.5.

The Executive Director shall notify the membership of the action by publication in The American Philatelist.

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