CUBAN PHILATELIC SOCIETY OF AMERICA, INC.

BYLAWS

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.

a) To promote philately and philatelic friendship among its members.

b) To assist its members and the general public in the acquisition of philatelic knowledge.

c) To exchange information with other national or foreign philatelic organizations or societies for the benefit of their respective members.

d) To stimulate research and studies in all phases of Cuban philately.

e) To prepare and distribute philatelic literature and periodicals.

f) To develop and maintain a philatelic library.

g) To maintain a social meeting place or clubhouse.

h) To organize public and private exhibitions of all kinds of philatelic materials.

i) To cooperate with, advise, and assist schools and other institutions in the organization and management of philatelic clubs.

j) 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:

A. Regular

B. Contributing

C. Life

D. Honorary

 as well as any other classifications that might be considered necessary, but these shall have the prior approval of the Board of Directors.

A.     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.

 B.     Contributing Members. Those members who, agree to pay dues that are higher than the ordinary dues.

 C.     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.

 D.    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:

a) To comply with the By-Laws of the Society and the resolutions of the General Assembly.

b) To pay their dues on time.

c) To work with the Board of Directors in the committees assigned to them.

d) To contribute to the good name of the Society and of philately in general.

e) To be present at the General Assemblies and meetings held by the Society, whenever possible.

f) To transmit to the Board of Directors whatever information is deemed important.

g) 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:

a) To take part in all deliberations of the General Assembly.

b) To elect and be elected for office on the Board of Directors. Honorary Members are excepted.

c) To require enforcement of the Bylaws as well as of the resolutions adopted by the General Assembly and the Board of Directors.

d) To enjoy the services offered by the Society.

e) To participate in the acts and events held by the Society.

f) To receive the publications of the Society.

g) 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 l. – The bodies of the Society are the following:

            A. - The General Assembly of Members.

            B. - The Board of Directors.

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 see last page for changes)                 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 **two years. In its first meeting, the Board of Directors shall appoint, from among its members, those who shall hold the following offices:

President                                            Treasurer

Vice-President                                    Vice-Treasurer

Secretary

Vice-Secretary                        Five other Members of the Board

Those directors holding the offices of **President, Secretary, and Treasurer, and their respective deputies, shall not have any family relationship among them, and shall be **residents of the County of Dade, in the State of Florida.

At least one of the five members of the Board shall be a resident of each area where there is a significant concentration of members, as determined by the Board of Directors. The other members of the Board shall have no limitation as to place of residence.

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:

A-    To comply, and enforce compliance, with the Bylaws and resolutions adopted by the General Assembly.

     B-    To manage the affairs of the Society in accordance with the objectives and programs determined by the General Assembly.

     C-    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.

D-    To approve the regulations of the Society.

     E-     To approve and authorize all acts and contracts pertaining to the social objectives of the Society not specifically entrusted to the General Assembly.

 F-     To present to the General Assembly reports on the progress of the Society, in accordance with current regulations.

     G-     **( Amended  in 1991 see last page for changes )

The Members of the Board of Directors and Officers shall be elected for a period of **two 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:

A-    To be the legal representative of the Society.

B-    To call meetings and preside over the General Assembly and the Board of Directors.

C-    To comply with and enforce compliance of all directives emanating from the General Assembly and the Board of Directors.

D-    Carry out all other functions assigned by the current Bylaws and Regulations.

Section 19. Duties of the Secretary:

A-    To maintain the administrative organization of the Society.

B-    To keep the minutes of the General Assemblies and sessions of the Board of Directors.

C-    To handle all the correspondence of the Society.

D-    To keep all members informed on important matters taking place between meetings of the General Assembly.

E-     To keep record of the members, as well as those institutions with which it is affiliated.

 Section 20. Duties of the Treasurer.

A-    To handle the economic and financial matters of the Society.

B-    To collect dues from members.

C-    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:

A-    To preside over the committees assigned to them by the Board of Directors of the President.

B-    Whatever duties are assigned to them by the General Assembly, the Board of Directors, or the President.

C-    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:

A-      The Vice President

B-      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:

            A- The Vice-Secretary or Vice Treasurer.

            B- 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 VIII – Duration and Continuity. The duration and continuity of the Society shall be perpetual.

**Amendments:

Amendment #1:

 ARTICLE VI - Section10. Board of Directors:

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:

Section10. 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 )