Bylaws of the American Philatelic Research Library (APRL)

Approved Unanimously by the Trustees, August 13, 2010.
Election related items conditional on approval of APS Bylaws Changes
which were approved June 11, 2011.

Also available in .pdf format.

INDEX

Article I - Mission and Purpose
Article II - The Philatelic Literature Review
Article III - Membership
Article IV - Meetings
Article V - Management
Article VI - Nominations of Trustees
Article VII - Officers
Article VIII - Duties of Trustees and Officers
Article IX - Committees
Article X - Amendments

ARTICLE I – Mission Purpose and Powers

It is intended that all powers of the American Philatelic Research Library, conferred upon it by virtue of its incorporation, shall be executed in accordance with the provisions of the Bylaws; and that admission to membership in the Library, 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

1.1 Name. The name of the organization shall be the American Philatelic Research Library, or “APRL”.

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

1.3 General Charitable Purposes. The APRL 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.

1.4 Mission. The specific and primary purposes of the APRL are:

(a) To establish and maintain a philatelic library as a resource for stamp collectors and postal historians
(b) To offer services to its membership and to philately in general, that promote knowledge, research and education of all aspects of stamp collecting, postal history and postal operations.
(c) To receive and maintain gifts of money and property, and to distribute money and property, for charitable and educational activities related to stamp collecting, postal history and postal operations.

1.5 Scope of the Bylaws. It is intended that all powers of the APRL 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 APRL, 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.

1.6 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 APRL; the rules, regulations, and requirements of the APRL; the code of ethical standards to which the APRL and its members subscribe; and, any other matter or issue between the APRL and any of its members.

1.7 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 APRL and any member(s), including, but not limited to, any action for the collection of money due the APRL brought by or on behalf of the APRL for any reason whatsoever.

ARTICLE II – The Philatelic Literature Review

2.1 The Philatelic Literature Review (PLR) shall be the official journal of the APRL and shall be published as directed by the Trustees. The production of the PLR shall be managed by the American Philatelic Society (APS) Executive Director. The subscription price shall be determined by the Trustees.

ARTICLE III - Membership

3.1 The membership of the American Philatelic Research Library shall include:

(a) Active members, consisting of all members of the American Philatelic Society;
(b) Associate members, consisting of individuals who are not members of the American Philatelic Society;
(c) Institutional members, consisting of organizations or other libraries.

3.2 The Trustees may designate members as Sustaining or Contributing upon their making a donation in addition to regular dues.

3.3 The Trustees shall determine the regular dues and donations for the several classes of membership.

3.4 The Trustees shall determine the qualifications and dues for life membership.

3.5 The Trustees may provide for the designation of members as Founders, Patrons, Fellows, Vooys Fellows or Benefactors based upon grants, gifts, or service to the library.

3.6 The Trustees may establish additional forms of special membership as may be desirable to carry out the purpose of the Library.

3.7 Membership shall be terminated upon reasonable notice after nonpayment of dues or upon expulsion from the American Philatelic Society. Membership may be terminated by the Trustees for failure to abide by library rules or for conduct unbecoming a member after due notice and after an opportunity is given to the member to be heard.

ARTICLE IV - Meetings

4.1 The annual meeting of the Library shall be held in conjunction with and at the time and place of the annual meeting of the American Philatelic Society.

4.2 Special meetings may be called by the APRL Board of Trustees.

4.3 At any meeting of the membership, ten (10) members personally present shall constitute a quorum and each member shall be entitled to one (1) vote.

4.4 Meeting(s) may be held within or without the Commonwealth of Pennsylvania.

4.5 Notice of meetings shall be published in the American Philatelist and in the Philatelic Literature Review or mailed to each member at least twenty (20) days prior to the day named for the meeting. In the case of special meetings of the members, the notice shall specify the general nature of the business to be transacted.

4.6 Business at all membership and Board of Trustee meetings will be conducted under Robert's Rules of Order newly revised.

ARTICLE V - Management

5.1 The affairs and properties of the Library shall be managed by a Board of Trustees consisting of eight (8) members.

5.2 Trustees shall be selected as follows:

(a) Four (4) shall be elected by the active members of the American Philatelic Society.
(b) Two (2) shall be appointed by the President of the American Philatelic Society with the approval of the APS Board of Directors.
(c) Two (2) shall be elected by the founders, patrons, fellows, and Vooys Fellows.
(d) Election of Trustees by active APS members shall be held in conjunction with the APS election of officers and ballots may be included as part of the APS ballot., which is held every three years.
(e) Election of Trustees by founders, patrons, fellows, and Vooys fellows shall be held at the same time as the APS election but shall be by separate mail ballot.
(f) To accommodate the transition from the current nine (9) member Board of Trustees to a Board comprising eight (8) Trustees, the following will apply: In 2013, only two Trustees shall be selected. Both shall be elected by the APS membership (per 5.2a above) one of whom shall be elected to serve a full term of six (6) years and the other shall be elected to serve a term of only three (3) years.

5.3 Trustees shall hold office for a term of six (6) years, One-half of the Trustees in each category to be elected or appointed every three (3) years

5.4 Term limits. Each Trustee may serve one six (6) year term. A Trustee can run for office or be appointed again after a three (3) year absence from the APRL Board of Trustees.

(a) To accommodate the transition from the selection of Trustees every two years to the selection of Trustees every three years, term limits shall not apply to a Trustee whose immediate term has expired in 2013 or 2015 and said Trustee has been chosen to fill an interim vacancy on the Board.

5.5 Interim vacancies upon the Board of Trustees may be filled by the remaining members of the Board with the approval of the President of the American Philatelic Society.

5.6 The Board of Trustees may meet at any convenient location within or without the Commonwealth of Pennsylvania. A quorum for the transaction of business shall be five (5) Trustees.

5.7 One or more persons may participate in a meeting of the Board of Trustees by means of a telephone or other communications equipment which enables all persons participating in the meeting to hear one another. Participation in a meeting pursuant to the paragraph shall constitute presence in person at such meeting. Any actions, which may be taken at a meeting of the Trustees, may be taken without a meeting if consents in writing setting forth the action so taken shall be signed by all the Trustees in office and filed with the Administrator

5.8 The Board of Trustees, with the approval of the President of the American Philatelic Society, may declare vacant the office of any Trustee who becomes of unsound mind, who fails to perform his duties, or who has been convicted of a felony, or who has been suspended or expelled from membership in the American Philatelic Society.

5.9 The Board of Trustees shall have the authority to employ administrators, librarians, and other employees, necessary for the operation of the corporate library.

5.10 No Trustee shall receive a salary for this services unless he should also be a paid administrative employee. Trustees may or may not receive reimbursement for expenses and per diem for attendance at meeting(s), in such sums as the Board might determine, or as determined in conjunction with American Philatelic Society Board policy.

5.11 If any officer or Trustee shall have two unexcused absences from meetings of the Board, the office may be declared vacant at the discretion of the remaining members of the Board of Trustees.

5.12 Written notice of any regular or special meeting shall be given at least five days previous thereto by express or first class mail, postage prepaid, personal delivery, courier service, telex, e-mail or facsimile number supplied by the Trustee to the Administrator for purpose of notice. A Trustee may waive notice of any meeting. The attendance of a Trustee at any meeting shall constitute waiver of notice of such meeting.

5.13 Indemnification of Trustees and Officers. Each person who is or was a Trustee or Officer of the Society (including the heirs, executors, administrators of the estate of such person) shall be indemnified and held harmless by the Library 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 APRL) reasonably incurred or suffered by such Trustee or Officer in any such person’s capacity as Trustee or Officer, or arising out of such person’s status as Trustee 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.

5.14 Notwithstanding the foregoing section, a Trustee shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: (a) The Trustee 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 Trustee pursuant to any criminal statute, or to the liability of a Trustee for the payment of taxes pursuant to Local, State, or Federal Law.

5.15 The Trustees may by unanimous vote, appoint a Trustee Emeritus, or Honorary Trustee to the Board. Such person or persons shall have the right to attend meetings of the Trustees and receive the minutes thereof but shall have no vote in the proceedings

5.16 Upon dissolution of the Library, any surplus remaining after providing for all liabilities of the corporation shall be distributed to such other organization or organizations established and operated exclusively to charitable education, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501(c) 3 of the internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Trustees shall determine.

ARTICLE VI - Nominations of Trustees

6.1 The two Trustees to be elected by the active members of the American Philatelic Society shall be nominated in the same manner as nominations for officers of the American Philatelic Society. To be placed on the ballot, each nomination must have one (1) second made in the same manner as the officers of the American Philatelic Society.

6.2 Nominations of Trustees to be elected by the founders, patrons, fellows, and Vooys Fellows shall be by a Committee appointed by the President from members of the founders, patrons, fellows, and Vooys Fellows or may be made by a petition of five (5) founders, patrons, fellows or Vooys Fellows; such petition to be in writing, presented to the Secretary not less than 60 days prior to any election.

6.3 To qualify for nomination, a Trustee must be a natural person of full age and a member of the Library.

ARTICLE VII - Officers

7.1 The officers of the Library shall be a President, a Vice President, a Secretary, and a Treasurer.

7.2 Officers shall be elected by the Board of Trustees. Officers shall be members of the Library, but need not be Trustees

7.3 Officers shall hold office for a term of three (3) years or until their successors are elected and shall not serve for more than two (2) consecutive terms in the same office. Any officer or agent may be removed by the Board of Trustees whenever in its judgment the best interests of the Library will be served thereby.

ARTICLE VIII- Duties of Trustees and Officers

8.1 Board Meetings. The Board of Trustees 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.

8.2 Unbecoming Conduct. The Board of Trustees shall have authority to define, by general resolution, conduct unbecoming a member, which shall be the basis for termination of membership.

8.3 Liability insurance. Liability insurance coverage for all Trustees and Officers shall be provided and maintained by the APRL as may be required from time to time.

8.4 President. The President shall preside at all meetings of the membership and the Board of Trustees. He shall execute in behalf of the corporation all contracts and deeds and other legal instruments upon instruction from the Board of Trustees.
8.5 Vice President. The Vice President in the absence of the President, shall perform all the duties of the President and act in his place. The Secretary and Treasurer in order named shall act in place and stead of the President if he and the Vice-President be absent.

8.6 The Secretary. The Secretary shall keep a record of all the meetings of the membership and of the Board of Trustees which shall be permanently filed at the APRL Principal Offices

8.7 The Treasurer. The Treasurer shall advise the American Philatelic Society (APS) Executive Director in all matters concerning the financial duties and in collaboration with the Executive Director present an annual financial report and a report of budgetary requirements.

8.8 The Executive Director. The Executive Director of the American Philatelic Society shall be responsible for the operation and functioning of the APRL as its Chief Executive Officer subject to the supervision of and consistent with the policies, orders, advice and directions of the Board of Trustees. He shall be a member of the APRL qualified by experience and ability to administer the general business affairs of the APRL in a satisfactory manner and shall be in charge of the Principal Offices of the APRL and shall have ultimate responsibility for the financial and administrative affairs of the APRL, its programs, services and personnel.

8.9 APRL Records. Any officers or any committees having charge or custody of APRL 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 APS Executive Director or designate. No permanent APRL records shall be destroyed unless approved by the Board of Trustees.

8.10 Other Provisions. In addition to the powers conferred and the duties imposed by this Article upon the several officers of the APRL, such officers shall exercise the powers conferred and perform the duties imposed upon them by the other Articles of these Bylaws.

ARTICLE IX – Committees

9.1 The APRL shall have such committees of the Board as the Board shall determine from time to time in accordance with this Section

9.2 Appointments. Subject to the approval of the Board of Trustees, the President shall designate such standing committees and appoint chairpersons of such committees. All Trustees shall serve as Committee members as designated by committee chairpersons subject to approval by the President.

9.3 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.

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

ARTICLE X - Amendments

10.1 These bylaws may be amended by a three-quarters (3/4) vote of the Board of Trustees present and voting at any meeting. Written notice of any proposed amendment shall be given to each Trustee at least thirty (30) days prior to voting thereon.

10.2 These bylaws may be amended by a three-quarters (3/4) majority vote of the members present at any annual meeting, or by a two-third (2/3) majority of members voting by mail ballot at the time of any regular election of Trustees. Proposed amendments by mail ballot shall be published in the American Philatelist and in the Philatelic Literature Review at least ninety (90) days prior to the vote being taken.

Library Board Ethics Guidelines

The American Philatelic Research Library relies on deliberate, thoughtful and disinterested decision making by members of its Board of Trustees. Members of the Board are expected to exercise the utmost good faith in all transactions touching upon their duties to the APRL, its members and its property. Each Trustee is in a fiduciary position with the members of the APRL and owes the membership a duty of loyalty in exercising his or her functions as a Trustee.   

By accepting office as Trustee, each acknowledges that with regard to any APRL activity the best interests of the APRL and its members must prevail over the Trustee’s individual interests.

In their dealings with and on behalf of the Board, the Trustees shall be held to a strict rule of honest and fair dealings between themselves and the APRL and its members. No Trustee shall use his or her position as such, or knowledge gained therefrom for personal profit in such a way that a conflict of interest might arise between the interests of the APRL and those of the individual Trustee. Similarly, no Trustee shall participate in any Board decision which may, directly or indirectly, result in personal financial gain to that director.

In order to implement these principles, the Board adopts the following guidelines to govern the relationship between the individual Trustees and the APRL.

Employment with the Society

No Trustee may be an employee of the APRL or the American Philatelic Society (APS). No employee of the American Philatelic Society or the APRL may be a member of the Board of Trustees.

A relative of an APRL or APS employee may serve on the Board, provided any such relationship, by blood or by marriage, is disclosed to the membership. This disclosure must occur in a timely manner at the time of the Trustee’s candidacy for the Board or when a change in relationship occurs which would require disclosure.

Contracts with the APRL

No Trustee or his or her spouse or minor child or any corporation, partnership, association or other organization in which a Trustee, a Trustee’s spouse or minor child has a beneficial interest, shall enter into any contract with the APS or the APRL for personal financial gain, unless approved by a majority vote of the Board of Trustees after full disclosure to the members of the potential conflict of interest.

It is the duty of the Trustee involved in such a potential conflict to immediately inform the Board of Trustees and the APS Executive Director, serving as Administrator of the APRL, of the existence of a prohibited relationship if such a contract should come under consideration by the APRL.

Services Provided by the APRL and APS

Any Board member serving on the APEX Committee of Experts or as an examiner for the Sales Division of APS at the time of his or her election to the Board may continue to serve in that capacity. Any Board member who is asked to perform these functions after election to the Board may do so subject to the approval of the Board. Board members will be compensated for these services at the same rate as others performing the same services.

Publications

Members of the Board may write articles for The American Philatelist, the Philatelic Literature Review, or other APS or Library publications, for which they will receive compensation at standard rates, except that no Board member will be compensated for regular columns in any APS/APRL publication reporting on APRL activities or written as a result of the member’s official duties on the Board. Acceptance of a manuscript from a Board member for publication will be subject to the same approval process as manuscripts from any other source.

The APS may publish a book or pamphlet written by a member of the Board, provided that the editor believes that it has sufficient merit and the Executive Director believes that the publication meets the APS’s financial criteria that it will make money. Any publication contract with a Board member is subject to approval by the Board of Trustees. The Board may delegate this responsibility to the Finance Committee, provided that if such Trustee/author is a member of the Finance Committee, he may not participate in its deliberations respecting his work or vote on the acceptance of the same.

From time to time the APS may accept a book on consignment from a Trustee for sale at the headquarters building. This may be done when, in the opinion of the Executive Director, it is in the APS’s financial interest to do so or when it would promote the hobby or philatelic research. In such cases, there will be no advance payment for the publication.

Assistance to APRL Members

Members of the APS/APRL occasionally approach a Board member for advice about the disposition of a philatelic collection or other related materials. If the director is recognized by the APS as a dealer and is listed in the Handbook of Services as such, no further disclosure is required, since it is assumed that the member knows of this commercial relationship and understands that a dealer may give advice which will result in his or her financial benefit.

However, members should reasonably be able to assume that advice received from a Trustee who is not known to be a dealer will be completely disinterested under the terms of that Trustee’s fiduciary duty of loyalty to each member. In such cases the Trustee is expected to give the member his or her best advice. If the Trustee refers the member to a dealer by whom the Trustee is employed, even on an occasional basis, the member must be informed in a timely fashion that a business relationship exists between the member and the dealer. In any case where the Trustee may receive a finder’s fee or otherwise benefit from the transaction, the Trustee shall so inform the member. Should compensation occur unexpectedly after the fact, the Trustee must inform the member promptly.

Reimbursement of Expenses

No member of the Board shall receive compensation for his or her services as a Board member.

Members of the Board may receive reimbursement for actual expenses for attending Board meetings and for other official travel on APRL business when the reimbursement has been specifically approved in advance by the Executive Director. Reimbursement shall be within limits established by the APS/APRL’s approved travel policy.

In the exercise of their responsibilities, individual Trustees may travel to stamp shows or represent the APRL at philatelic events. As a general rule, Trustees will receive no compensation for such activities. Exceptions will be when a Trustee has been specifically asked by the President or Executive Director to represent the APRL or when the Board has approved in advance the reimbursement of specific expenses.

Other documentable expenses, such as telephone and copying charges, may be reimbursed when directly related to APRL business. For most Trustees these charges are small and the Trustee is encouraged to donate the expenses to the APRL. Where reimbursement is appropriate, the bills must be submitted with supporting documentation to the Executive Director for approval.

Board Responsibilities

Any violation or apparent violation of these guidelines, should be reported to the President and/or the Executive Director. If, in their opinion, there is reason to believe that a violation of these guidelines may have occurred, they will recommend to the Board steps to correct the situation. The Board of Trustees may take action to implement its decision in accordance with the by-laws.

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

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.

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
• Tax Information
• Payment
• Money on Account
• Returns and Refunds
• Exchanges
• Shipping Rates
• General Website Usage and Links
• Governing Law

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)

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.

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 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:

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.

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.

Adopted jointly by the APS and APRL

Purpose: The American Philatelic Society (Society) and the American Philatelic Research Library (Library) maintain various 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. The APS Code of Ethics, APS Privacy Policies, Board of Directors (or Trustees) Ethics Guidelines, various Standing Resolutions, and the APS Employee Policies. As employees and representatives of the Society and Library, 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 Society and Library policies, governmental laws or regulations should be reported to the appropriate entities within the Society and Library.

1.        Complaint Process

a.        Formal complaints concerning a violation or suspected violation must be presented in writing.

b.       Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and reasonably believe the information disclosed indicates a violation.

c.        All violations or suspected violations should be submitted to the Society Executive Director, who also serves as Administrator of the Library, or the President of the Society or Library, as may be appropriate.

d.       All supervisors and managers are required to report suspected violations to the Executive Director.

e.        Formal complaints regarding corporate accounting practices or financial mismanagement may also be reported independently to the Society Treasurer, serving as Chairman of the Joint Finance and Audit Committee. The Treasurer may work with Society or Library officers, or Society Attorney as may be appropriate until the matter is resolved.

2.       Confidentiality

a.        Violations or suspected violations may be submitted on a confidential basis.

b.       Reports of violations or suspected violations will also be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

3.       Investigation

a.        The Executive Director has the responsibility for investigating and resolving all complaints and allegations from staff or volunteers or relating to staff or volunteers unless determined otherwise by the President.

b.       Receipt of a formal complaint will be acknowledged, investigated, and appropriate corrective action is taken if warranted.

4.       Whistleblower Protections 

a.        No director, officer, volunteer, or employee who in good faith reports a violation shall suffer harassment, retaliation, or adverse employment consequence.

b.       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 Society and Library policies.

c.        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.

d.       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.

Historical Action 

Adopted by APS Board of Directors: Unanimously approved on August 11, 2021 

Adopted by APRL Board of Trustees: Unanimously approved on August 11, 2021

American Philatelic Research Libary Open Meetings and Records Policy

Adopted March 19, 2007

Also available in .pdf format

The American Philatelic Research Library (APRL) belongs to all its members. Meetings of the Board of Trustees are open and members are cordially invited to attend them. Records and files of the APRL are also available for inspection by members. It is the intent of these policies to allow members to be informed participants in the Library, 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 Trustees 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 Research Library. Action on all matters of policy shall be recorded in the minutes of regular open meetings of the Board of Trustees.

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 Library property and computers; records subject to the APS or APRL 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 APRL 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 APRL at a competitive disadvantage, disclose proprietary information, or operate to the detriment of the Library. 

Member lists of active members (consisting of all members of the American Philatelic Society) shall be available in accordance with the Privacy Policy of the APS as approved by its Board of Directors.

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

Requests for records may be made to the Executive Director of the APS, the head librarian, 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 Library 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 Library information in order to compete with the Library. If a member is refused information or documents, he/she may appeal the refusal to the President of the Library. Either the member or the Executive Director may then appeal to the Board of Trustees whose decision shall be final. Requests for public documents should be made in writing to the Executive Director of the APS.

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 APRL 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.

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

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.

Purpose:  Section 5.5 of the American Philatelic Society (Society) Bylaws and Section 5.2 of the American Philatelic Research Library (Library) Bylaws dictate the election of certain members of the respective Boards. The APS Board of Directors has adopted this Policy to ensure equitable treatment of all candidates for the APS and APRL elective office while maintaining an orderly flow of services and information to APS members.

1.     Nominating Procedure

a.     Each candidate is required to have at least one (1) nomination. The first form is timely filed in support of a candidate, which states that it is a nomination is considered the nomination for that candidate.

b.     All forms filed in support of the same candidate filed after the nominating form, regardless of whether they state on their face that they are a nomination or a second, will be construed as seconds.

c.     Each Society Board candidate is required to have ten (10) seconds in accordance with its Bylaws, and each Library Board candidate is required to have one (1) second in accordance with its Bylaws. Forms that arrive timely and state that they are seconding a candidate who has not yet been nominated will be accepted but will not be considered filed until a form nominating that candidate has been received.

d.     Nominations and seconds may be dated at any time they are executed but can only be filed with the National Headquarters beginning November 1 of the year preceding the election.

e.     Nominations or seconds received in the National Headquarters during the month of October will be retained until November 1, at which time they will be considered for filing. Those received prior to October 1 will be returned to the candidate nominated.

2.     Ballot Distribution and Collection

a.     Ballots are distributed no later than May 1 by mail or secure electronic means.

b.     Member ballots must be returned or votes cast by electronic means by noon on the seventh Saturday after the election ballots are distributed.

c.     Any envelopes lacking a member's name and member number that appear to be from individuals not entitled to vote or that appear to represent duplicate ballots are noted.

d.     All unopened ballot envelopes are turned over to a neutral party to be counted. Unopened ballot envelopes with problems identified by staff are evaluated by the neutral party to determine if they should be counted.

3.     Joint Candidate Mailing

a.     In mid-January, the National Headquarters will coordinate a joint mailing to Society Chapters for those candidates who wish to seek seconds of their nominations.

b.     Nominated candidates participating in this mailing must complete the Board Nominating Application and provide a single 8½ x 11-inch page (one side only) campaign statement and photo (optional) by December 31. The photo must be affixed to the campaign statement, which must be suitable for photocopying.

c.     The campaign statements will be distributed with the front page of the Board Nominating Application photocopied on the back. The cost of materials, reproduction, and postage will be divided among the participating candidates. The total number of candidates determines individual costs.

4.     Mailing Lists

a.     Members wishing to make campaign mailings to members may rent Society mailing lists at standard commercial rates for use in accordance with current Society policy. Members wishing to rent the APS mailing list must provide a written statement that the mailing will be used only for campaign purposes and that the mailing complies with this Policy, the applicable Bylaws, and the applicable Code of Ethics.

b.     Contact information for APS chapters is available on the website and, on request, will be provided to candidates free of charge as a comma delimited text file or for $25 as a set of labels.

c.     In keeping with the APS privacy policy, members' e-mail addresses will not be available for election purposes.

5.     Campaign Advertising

a.     Candidates wishing to place advertisements for their campaigns are encouraged to do so in The American Philatelist, which reaches every potential voter.

b.     For its December through July issues, The American Philatelist will accept candidate advertisements at a special "political rate" – the equivalent of the 12-time contract rate, the lowest rate available. This rate will apply even if only one advertisement is placed. No discounts on premium payments are established in the Society advertising rate sheet.

c.     Content and timing of campaign advertisements are subject to review by the Executive Director for consistency with this Policy, the applicable Bylaws, or the applicable Code of Ethics and to protect the Society.

d.     The Executive Director may circulate advertisements among other candidates to ensure that other candidates or other parties have an opportunity to respond in their advertisements, should they choose to do so.

e.     Freedom of expression should be maintained in our elections, notwithstanding the fact that a private organization may limit that right to some extent within the boundaries of its operations.

f.      During elections, the Executive Director's and Editor's primary roles are neutral facilitators of the process. However, they have the authority (but not the obligation) to refuse to publish any advertisement in The American Philatelist if the advertisement does not comply with this Policy, the applicable Bylaws, or the applicable Code of Ethics or otherwise to protect the Society. The executive director shall advise the candidate before taking such action.

6.     Political Activity or Speech

a.     Board mailings and occasional special mailings will continue to be used to send or make available (including electronically) items of general interest to the Board of Directors. Items of a purely campaign nature, such as candidate statements, will not be mailed at Society's expense.

b.     The Executive Director, in consultation with the candidates concerned, will decide if a mailing is of a purely campaign nature to determine how the mailing is to be charged.

c.     The American Philatelist will not print Letters to the Editor endorsing specific candidates or which are political in the editor's judgment.

d.     The Society booth at shows will not be used to display or distribute any candidate's statement or other material of a political nature.

e.     Articles and columns in The American Philatelist (other than the candidates' statements) shall not be used to endorse or oppose candidates.

7.     Candidate Statements

a.     The May issue of The American Philatelist features statements by each candidate, along with a recent photo.

b.     Candidates for President may write up to 750 words (one full page in the magazine). Candidates for other offices may write up to 375 words (one-half page in the magazine).

c.     The editorial staff must receive all statements and photos by March 1. Until published, candidate statements will be treated as confidential within the National Headquarters, with access limited to those needing to handle them.

d.     Election materials printed in the May election issue of The American Philatelist will be placed on the public portion of the APS website.

8.     Equal Access

a.     Standing for APS office does not disqualify or in any way limit a member from carrying out existing commitments as a committee chairman, judge, columnist, author, expert, etc.

b.     All candidates will have equal access to Society services and facilities; incumbency provides no advantage. For example, any candidate may use APS photocopying, fax, or telephone services under the same conditions as the membership generally and will be charged standard fees.

9.     Ethical Standards

a.     The Society's ethical standards as stated in the applicable Bylaws, applicable Code of Ethics, and this Policy apply during the election process.

b.     The Board of Vice Presidents shall deal with election-related complaints against a candidate or a member (including violations of the applicable Bylaws, applicable Code of Ethics, and this Policy) pursuant to the Society's usual complaint resolution procedures.

10.  Election Review Board

a.     A separate three-member Election Review Board will review candidate complaints about election-related decisions of the Executive Director and the Editor.

b.     The President will appoint an Election Review Board with the concurrence of the Society Board on or before January 30 of the year in which the election is held.

c.     Members of the Election Review Board shall be limited to former officers and directors of the Society who are not currently in office, candidates for office, or closely associated with candidates for office.

d.     Appeal from decisions of the Executive Director affecting the conduct of the triennial election shall be made to the chairman of the Election Review Board for prompt resolution by the Election Review Board and whose decision shall be binding and unappealable.

11.  Election Ethics Guidelines

a.     Candidates are expected to maintain a high level of civility in all aspects of campaigning.

b.     Positive issues-oriented campaigning is to be the norm. Negative campaigning reflects poorly on the Society and the candidate who engages in it.

c.     Candidates are expected to present as facts only material they can verify as facts. The corollary is that opinions should be clearly labeled as such.

d.     Candidates who write regularly in the philatelic press (including e-media columns) may use these as a forum for statements on issues where appropriate but should not use these specific forums for negative commentary on their opposition.

e.     To the extent that candidates can control or influence the activities of supporters, they are expected to promote these guidelines.

f.      The Executive Director is the point of contact with the Society for candidates.

Historical Action 

Revised and Adopted by APS Board of Directors: Unanimously approved on August 11, 2021

Amendments adopted by the APS Board of Directors: Approved on October 28, 2021

Purpose: As required by Section 11.6 and 11.7 of the American Philatelic Society (Society) Bylaws and as a matter of policy, the Society, and the American Philatelic Research Library (Library) establishes the Joint Finance and Audit Committee to advise the Society and Library Boards and management on financial matters.

1. Membership
   • The Society Treasurer serves as Chair of the Joint Finance Committee (Committee).
   • Ex officio voting members will be: The President of the Society and the Library and the Treasurer of the Library.
   • Additional members appointed shall be appointed pursuant to Section 7.1 of the Society Bylaws.
2. Meetings
   • The Committee shall meet as frequently as circumstances dictate, but not less than two times annually.
3. Responsibilities of the Committee

• Financial Asset Management
  1. Subject to supervision by the Committee, the Executive Director may enter into or terminate custodial contracts or trust agreements for the management and handling of Society and/or Library’s funds. (Section 11.6 of the Society Bylaws)
  2. Meet at least twice annually with the investment fund managers of the Society and Library to evaluate performance of the investment funds.
  3. Annually review the performance of the fund managers.
  4. Shall be responsible for recommending to the Society and Library Boards the retention and termination of the investment fund managers.
• Annual Operating Budget

1. The Committee shall receive from the Society and Library Treasurers and Executive Director a proposed budget for the fiscal year. (Section 6.5(c) of the Society Bylaws and Section 8.7 of the Library Bylaws)
2. After review and amendment, if necessary, the Committee will recommend a final budget to the Society and Library Boards for approval. (Section 11.7 of the Society Bylaws)

• Financial Management Controls and Reporting

1. Receive and review monthly financial statements prepared in accordance with Generally Accepted Accounting Principles consisting of then current year-to-date statements of:
   • financial position,
   •  
   • functional expenses; and
   • cash flows.
2. The financial statements will be accompanied by a management narrative highlighting financial issues and, where necessary, management actions.
3. Receive and review other reports of financial performance or key performance indicators, believed to be useful by management and the Committee, for each Board to exercise its respective fiduciary responsibilities.

• Insurance and Risk Management

1. With management, review the adequacy of insurance coverage for the Society and Library and make recommendations for changes, if necessary.

• Audit

1. Shall be responsible for recommending to the Society and Library Boards the annual engagement of an independent, external auditor.
2. Shall confer with the Society and Library’s independent auditor to satisfy the Committee members that the financial affairs of the Society and Library are in order.
3. Shall review the joint audited financial statements prepared and submitted by the independent auditor and recommend their acceptance by the Boards, as appropriate.
4. Receive and review annual 990s prepared by the independent auditor for the Society and Library and present to the Society and Library Boards in advance of their filing with the IRS.

• Delivery of the Annual Audit

1. The Committee shall report the findings, report, and management letter at a joint meeting of the Society and Library Boards held during the annual summer meeting.
2. Staff and management will assist in facilitating the annual audit process.

• Other Duties

1. The Committee shall perform such other functions as are required by law, the Society or Library Bylaws, or the Society or Library Board.

Historical Action

Committee Recommendation: Reported favorably (unanimous) on July 12, 2021

Adopted by Society Board of Directors: Unanimously approved on August 11, 2021

Adopted by Library Board of Trustees: Unanimously approved on August 11, 2021