By-Laws
The Cuban Philatelic Society of America
ARTICLE I - Name and Address.
The name of this institution shall be "Cuban
Philatelic Society of America, Inc.", in Spanish, "Sociedad
Filiatélica Cubana", and shall reside permanently in the City of
Miami, County of Dade, State of Florida.
ARTICLE II - Purpose and objectives.
- To promote philately and philatelic
friendship among its members.
- To assist its members and the general
public in the acquisition of philatelic knowledge.
- To exchange information with other
national or foreign philatelic organizations or societies for
the benefit of their respective members.
- To stimulate research and studies in all phases of Cuban
philately.
- To prepare and distribute philatelic literature and
periodicals.
- To develop and maintain a philatelic library.
- To maintain a social meeting place or clubhouse.
- To organize public and private exhibitions of all kinds of
philatelic materials.
- To cooperate with, advise, and assist schools and other
institutions in the organization and management of philatelic
clubs.
- To give instructions in philatelic matters, particularly for
the purpose of increasing and developing the cultural and
historical aspect of philately and, in compliance with these
objectives, to assist its members to acquire or dispose of
philatelic material of any kind.
This institution shall not engage in any pursuit or act not
consistent with its objectives. It shall not discriminate on the
basis of age, sex, race, nationality, or political or religious
beliefs. Consequently, neither the Board of Directors, nor the
members of this Society, collectively or singly, shall discuss these
matters in Society's premises' or at any meeting of the society.
ARTICLE III -
Members.
Section 1. - Membership in the Society shall
be open to any person of good moral character interested in the
purposes and objectives of the Society.
Section 2. - Membership shall be of the
following classes:
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Regular Members. These
shall be those members approved by the Board of Directors, and
they shall be up to date in the payment of the ordinary dues
approved by the Board.
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Contributing
Members.
Those members who, agree to pay dues that are higher than the
ordinary dues.
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Life Members. Those
members that pay the special dues approved by the Board of
Directors, and who are exempt, for life, from payment of the
ordinary dues. These dues shall not be less than ten times, nor
over twenty five times, the amount of the ordinary dues.
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Honorary Members.
Honorary members shall be those persons who the Board of
Directors deems deserving of the honor, and status shall be
conferred by the unanimous vote of the Board of Directors. In
order to be a candidate for Honorary Membership a resolution
must be drawn up explaining the services rendered to the Society
or to philately in general. Honorary members shall be granted
all privileges of the regular members, but shall not be entitled
to vote or to be elected members of the Board of Directors
unless, and of their own free will, they pay the dues
corresponding to another classification.
Section 3. The application for membership
shall be made on the official written form supplied by the Society,
and it shall contain all the particulars required as approved by the
Board of Directors from time to time. In order to accept an
application for membership a two-thirds favorable vote by the
members of the Board of Directors shall be required, and the
application shall be accompanied by the membership fee.
Section 4. Regular dues shall be those set
forth by the Board of Directors in order to insure the financial
stability of the Society, and they shall be paid in advance on a
yearly basis, starting on the first day of July and ending on the
thirtieth day of June of the following year.
Section 5. The membership fees shall be the
amount determined by the Board of Directors. Those members
reinstated after an inactive period of two years will again be
assessed the membership fee current at the time.
Section 6. Any member in arrears in the
payment of his dues for a period of more than 90 days may be
suspended by the Board of Directors. In case the dues in arrears are
not paid within the time period determined by the Board of
Directors, said member shall be dropped for non-payment.
Section 7. Members who are suspended by reason
of non-payment of their dues may be reinstated as members by payment
of the corresponding annual dues. Members dropped for non-payment of
their dues cannot be re-admitted, but they can file a new
application for membership.
Section 8. The resignation of a member shall
be presented in writing to the Secretary, and shall be published in
the bulletin thirty days after acceptance.
ARTICLE IV - Duties and Rights of the
Members.
Section 1. The duties of the members are:
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To comply with the By-Laws of the Society and the
resolutions of the General Assembly.
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To pay their dues on time.
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To work with the Board of Directors in the committees
assigned to them.
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To contribute to the good name of the Society and of
philately in general.
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To be present at the General Assemblies and meetings held
by the Society, whenever possible.
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To transmit to the Board of Directors whatever information
is deemed important.
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To vote in the elections held to elect members to the Board
of Directors. Honorary Members are excepted.
Section 2. The rights of the members are:
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To take part in all deliberations of the General Assembly.
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To elect and be elected for office on the Board of
Directors. Honorary Members are excepted.
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To require enforcement of the Bylaws as well as of the
resolutions adopted by the General Assembly and the Board of
Directors.
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To enjoy the services offered by the Society.
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To participate in the acts and events held by the Society.
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To receive the publications of the Society.
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To ask, and to receive, from the Board of Directors, such
information as may be requested at the General Assembly.
ARTICLE V -
On the Suspension and Expulsion of Members.
Section 1. Any member may be suspended through
a majority of votes of the Board of Directors for the period of time
deemed appropriate.
Section 2. Any member may be expelled for
conviction of a felony; failure to pay indebtedness to the Society,
or a member thereof or who is found guilty of any fraudulent or
unethical conduct through the affirmative vote of 2/3 of the Board
of Directors. The charges for such action shall be placed in
writing, and may be presented by the Board itself, or by any active
member. All charges shall be definite and specific. The results and
conclusions of the Board of Directors shall be conclusive, final,
and enforceable as to the parties. A hearing by mail, instead of a
hearing in person, may be granted with a limit of thirty days,
before the Board acts on the case.
ARTICLE VI -
Bodies of the Society.
Section 1. The bodies of the Society are the
following:
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The General Assembly of Members.
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The Board of Directors.
The General Assembly:
Section 2. The General Assembly. The highest
authority of the Society is the General Assembly of Members, which
shall normally meet once a year, during the second quarter of each
year at the Society's headquarters, and on the date appointed by the
Board of Directors, for which purpose the Secretary shall call a
meeting no less than thirty days prior to the date of the meeting.
The call for the General Assembly shall be carried out by a circular
notice indicating therein the subject matter to be discussed.
Nevertheless, the General Assembly shall deal with whatever matters
are brought before it.
Section 3. Attributions of the General
Assembly. To define the purposes and objectives of the Society, as
well as its general policies, and to determine the general programs
to be carried out during each period.
Section 4. The quorum necessary for a General
Assembly, for the handling of each and every subject matter brought
before it, shall consist of no less than 20 voting members, who
shall be up-to-date in the payment of their dues.
Section 5. All resolutions of the General
Assembly shall be approved by a simple majority of the members
present.
Section 6. The General Assembly shall be
presided by the President of the Society, or else by the Vice
President, or by a member of the Board of Directors designated to
that effect. The Secretary of the Assembly shall be the Secretary of
the Society, the Vice-Secretary, or a member of the Board of
Directors previously designated.
Section 7. The resolutions adopted by the
General Assembly are binding for all members of the Society.
Section 8. A Special General Assembly can be
called when circumstances so demand it, and at the request of the
President, of the Board of Directors, or at the request of ten or
more members.
Section 9. No subject matter shall be
discussed at a Special General Assembly other than that for which
the Assembly was called.
The Board of Directors:
Section 10. **(Amended in 1980 and in 1991)
Eleven directors shall be elected by vote of
the members of the Society, and the elected directors shall comprise
the Board of Directors for a period of three years. In its first
meeting, the Board of Directors shall appoint, from among its
members, those who shall hold the following offices:
President
Vice-President
Secretary
Vice-Secretary
Treasurer
Vice-Treasurer
Five other Members of the Board
(Amended by membership vote on August 29, 2011***)
***Members of the Board of Directors shall not have family relationship
among them. Any member of the Society can be elected to the Board of Directors.
The positions of Secretary and the Treasurer should reside in the area where the
Society has its permanent residence. In special circumstances the Board of Directors
at the request of the Secretary or Treasurer could lift this restriction with a vote
of the majority of the Board members.
Section 11. Voting, for election purposes,
shall be held under the rules and regulations set forth by the Board
of Directors.
Section 12. The required quorum for holding a
meeting of the Board of Directors shall be at least four members.
Section 13. Minutes shall be kept of all
ordinary and special meetings of the Board of Directors and General
Assembly, and the minutes shall be signed by the Secretary and
President of each meeting.
Section 14. The Board of Directors shall
approve the Income and Expense budget for each fiscal year and shall
determine the annual dues to be paid by the members in order to meet
the financial needs of the Society.
Section 15. The Board of Directors shall
resolve on the admission of new members, as well as the termination.
Section 16. The Board of Directors may resolve
on the eventual dissolution of the Society in accordance with the
Bylaws.
Section 17. Duties and responsibilities of the
Members of the Board of Directors:
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To comply, and enforce compliance, with the Bylaws and
resolutions adopted by the General Assembly.
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To manage the affairs of the Society in accordance with the
objectives and programs determined by the General Assembly.
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To meet at least once every two months, the call to the
meeting to be made through a prior notice at least fifteen days
in advance.
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To approve the regulations of the Society.
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To approve and authorize all acts and contracts pertaining
to the social objectives of the Society not specifically
entrusted to the General Assembly.
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To present to the General Assembly reports on the progress
of the Society, in accordance with current regulations.
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**(Amended in 1991) The Members
of the Board of Directors and Officers shall be elected for a
period of **three years, corresponding to the fiscal year, but
will retain their offices until such time as successors are
appointed or elected, as the case may be.
Section 18. Duties of the President:
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To be the legal representative of the Society.
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To call meetings and preside over the General Assembly and
the Board of Directors.
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To comply with and enforce compliance of all directives
emanating from the General Assembly and the Board of Directors.
Section 19. Duties of the Secretary:
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To maintain the administrative organization of the Society.
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To keep the minutes of the General Assemblies and sessions
of the Board of Directors.
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To handle all the correspondence of the Society.
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To keep all members informed on important matters taking
place between meetings of the General Assembly.
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To keep record of the members, as well as those
institutions with which it is affiliated.
Section 20. Duties of the Treasurer.
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To handle the economic and financial matters of the
Society.
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To collect dues from members.
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To present to the Board of Directors, in its last meeting
of the fiscal year, the annual budget of the Society for the
forthcoming fiscal year.
Section 21. The Board of Directors may appoint
members of the Board who are not officers to serve as Vice Secretary
or Vice Treasurer.
Section 22. The holders of the offices of Vice
President, Vice Secretary, and Vice Treasurer shall assist the
President, Secretary, and Treasurer, respectively, and shall
substitute them in case of resignation, removal, incapacity, or
death.
Section 23. Duties of the other Members of the
Board:
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To preside over the committees assigned to them by the
Board of Directors of the President.
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Whatever duties are assigned to them by the General
Assembly, the Board of Directors, or the President.
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To represent the Society when the President or Vice
President are unable to do so.
Section 24. The order of rank for substituting
the President is as follows:
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The Vice President
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The other Members of the Board of Directors in the order of
rank.
Section 25. The order of rank for substituting
the Secretary and Treasurer is as follows:
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The Vice-Secretary or Vice Treasurer.
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The other members of the Board of Directors in the order of
rank.
Section 26. The other Members of the Board of
Directors shall be substituted by the Board, and the substituting
member will automatically occupy the last place in the order of
rank. If two or more members of the Board of Directors were to be
substituted at the same time, the new members will take the same
order of rank that the substituted member had.
Section 27. The Directors of the Society shall
only be removed by a majority vote of the Board of Directors, called
to meet for that purpose, in accordance with the By-Laws.
Section 28. The funds of the "Cuban Philatelic
Society" are comprised by the ordinary and special dues collected
from the members, as well as those securities and assets acquired by
any means.
Section 29. Modifications to the present
Bylaws shall be requested, through a proposal by ten members, which
proposal is to be addressed to the General Assembly, and the latter
will resolve the matter in two different meetings.
Section 30. Any doubts a rising with respect
to the application of interpretation of these Bylaws shall be
resolved by the Board of Directors, after due consideration of the
matter and of the needs and conveniences of the Society. These
resolutions shall become effective on the date of their approval,
but may be appealed to the General Assembly.
Section 31. The Society shall have perpetual
existence, but may be dissolved by resolution of the General
Assembly, expressly called for that purpose, provided that no less
than one half plus one of the members of the Board of Directors are
present and vote affirmatively.
Section 32. Any member of the Society may
withdraw, or be expelled from the Society. In these cases he shall
not be entitled to a reimbursement of dues or contributions of
whatever nature which were made to the Society.
Section 33. The President of the Society shall
organize and maintain the necessary services of technical, legal,
etc. advisers.
Section 34. In accordance with the objectives
and purposes of the Society, as set forth in the Bylaws, the Society
shall refrain from intervening in political, religious, etc.
matters. Consequently, all discussion on the above-mentioned
subjects is strictly forbidden in the meetings of the General
Assembly or Board of Directors.
Section 35. The fiscal year shall be July 1 to
June 30 of each year.
Section 36. The present Bylaws shall be
written in Spanish and English. In case of differences of opinion or
interpretation, the English version shall be authoritative.
ARTICLE VII – Duration and
Continuity. The duration and continuity of the Society shall be
perpetual.
**Amendments:
Amendment #1: ARTICLE VI - Board of Directors:
Section 10.
Second paragraph: The President shall not have any
residency restrictions.
(Amended in 1980 under the Presidency of Silvia
Garcia-Frutos)
Amendment #2: ARTICLE VI - Board of Directors:
Section 10. Term of service is changed to
three (3) years from two (2) years.
Section 17. Duties and responsibilities of the
Members of the Board of Directors: Part “G”: Election term is
changed to “three years” instead of two years.
(Amended in 1991 under the Presidency of Mr. William McP.
Jones)