Article I. Offices
The principal office of the Ancient Coin Collectors Guild is located at 206 Elm St., Gainesville, MO, 65655. The Board of Directors ("Board") may open other offices if and when additional offices are deemed appropriate by the Board.
Article II. Purposes
The purposes of the Ancient Coin Collectors Guild are to promote and nurture the free and independent collecting of coins from antiquity through education, political action and consumer protection. The goal of this guild is to foster an environment in which the general public can confidently and legally acquire and hold, for personal or professional use, any numismatic item of historical interest regardless of date or place of origin. The guild does not in any way support, condone or defend the looting of designated archaeological sites, nor the violation of any nation's laws concerning the import or export of antiquities.
Article III. Membership
A. Membership Criteria
Membership in the Ancient Coin Collectors Guild is open to any person who is interested in the collecting or study of coins from the past and who complies with any membership criteria and requirements which may be established by the Board. The Board may establish a charge for membership ("Dues"). The Board of Directors, by affirmative vote of two-thirds (2/3) of the entire Board may suspend or terminate the membership of a Member or Member Organization for cause, including dishonorable conduct, or actions inimical to the best interests of the hobby, or such other cause which the Board deems good and sufficient, by setting forth in a written notice, with reasonable specificity, the reasons for such suspension or expulsion. If written demand is made within thirty (30) days of the receipt of such notice of suspension or termination, the Member, or Member Organization, shall be entitled to the opportunity for a due process appeal before the Board. The Board may establish such procedures as it deems appropriate for the conduct of any such hearing.
B. Membership Meetings
Biennial Membership Meeting. The Board shall call a regular, general meeting of the members every other year. At that meeting the Board shall report to the members.
Special Meetings. The Board may call a special meeting of the membership at any time. Special meetings may be held in person, through electronic conferencing, by email, or by other technologies deemed by the Board to be likely to be able to result in the ability of members to participate in a meaningful way in consideration and decision-making on the issues presented at the special meeting. Meetings conducted in cyberspace which involve the use of asynchronous modes of communication, e.g., email or discussion lists, are to be conducted in the manner approved by the Board. All such meetings must be a minimum of five days in duration, including time for discussion and voting.
Biennial Membership Meetings. Each member in good standing on February 15 of the year in which the Biennial Membership Meeting takes place is entitled to vote on issues presented at that meeting. Voting may be in person, by proxy, by electronic means, or by other means approved by the Board and shall be conducted in accordance with policies and procedures implemented by the Board or its designee from time to time.
Special Membership Meetings. Each member in good standing 45 days before a special meeting of the membership is entitled to vote on issues raised in the special meeting. Voting in special meetings shall be conducted in accordance with policies and procedures implemented by the Board from time to time or in accordance with policies and procedures implemented by the Board for that meeting.
D. Agenda for Membership Meetings
The Board shall prepare the agenda for membership meetings. Any Guild member may request that a matter be included on the agenda for membership meetings. Requests should be submitted to the Board 60 days before the meeting. For Biennial Membership Meetings, the Board shall deliver the agenda to each member by email, regular mail, or other means approved by the Board. The Board may send the agenda with any other matter sent to the members within 120 days of the Biennial Membership Meeting. For Special Membership Meetings, the Board shall deliver the agenda to each member by email, regular mail or other means approved by the Board. The Board may send the agenda with any other matter sent to the members within 60 days of the Special Membership Meeting.
For all meetings of the members, the Board shall notify each member of the time and place and manner (e.g., in person or in cyberspace) of the meeting at least 30 days prior to the meeting. Notice may be given by email or by regular mail or both. Notice emailed to the last known email address of a member is sufficient for those members who have email access. Other members are to be notified by regular mail. The notice may be sent with other information (such as conference information) sent to the members within the appropriate time frame. The notice may include the agenda for the meeting.
Article IV. Board of Directors
A. Powers and Responsibilities
The Board has the power and responsibility to establish membership criteria and requirements, including dues; to call membership meetings and to prepare agenda for those meetings; to appoint persons to the Board of Directors, if necessary; to elect the Executive Director; to establish special committees; to authorize the officers to perform various duties; and to amend the Bylaws. Special committees could include the nominating committee, the elections committee, the ways and means committee, and such other committee or committees as the Board may from time to time create and designate.
B. Number of Directors, Eligibility, Term of Office, Limits
Number of Directors. The Board of Directors shall consist of seven members.
Eligibility. Each Guild member in good standing as of February 15 of the year in which elections are to take place is eligible to be elected to the Board. Good standing may be defined by resolution of the Board of Directors. In the absence of such a resolution, every person on the membership list as of the appropriate date is a member in good standing
Terms. Directors are elected for four-year terms. The term of a Director begins at the Biennial Board Meeting of the year the Director was elected and expires at the start of the Biennial Board Meeting of the year in which the Director's term ends. For example, a Director elected in 2006 will serve from the Biennial Board Meeting in the summer of 2006 until the start of the Biennial Board Meeting in the summer of 2010. A Director who has served on the Board for three consecutive terms is not eligible for reelection until two years after expiration of the third term. Four directors are to be elected to four-year terms in years evenly divisible by four (e.g., 2008, 2012, 2016), and three directors are to be elected to four year terms in even-numbered years not evenly divisible by four (e.g., 2006, 2010, 2014).
Transition rules. Three of the directors, to be determined by lottery, whose terms began on the date of incorporation of this guild, will serve until the Biennial Board Meeting in the summer of 2006. The other four Directors whose terms began on the date of incorporation of this guild will serve until the Biennial Board Meeting in the summer of 2008. Other transition rules may be adopted by the Board as it deems appropriate particularly with respect to officers.
C. Nomination and Election Procedures for Board Members
Nomination. A member may nominate her- or himself or any other member for election to the Board. A member may nominate more than one person for election to the Board, but may not nominate more than 5 people, including him- or herself.
Election of the Board of Directors. Each member in good standing on February 15 of the year in which the biennial meeting takes place is entitled to vote in the election of the Directors. The Secretary shall determine good standing. Voting for Directors shall take place by ballot through regular mail or through electronic means in accordance with policies and procedures which may be adopted by the Board. Each member may cast one vote for each of the directorships being filled. Only one vote may be cast by each member for a candidate; cumulative voting is not allowed
Timing and Procedures. The election of the Directors is to be conducted in the spring of even-numbered years preceding the Biennial Board Meeting. The procedures to be followed may be established by the Board or a committee created by the Board. In general the election procedures should comply with the following guidelines: Nominations should be sent to the Ancient Coin Collectors Guild at its principal office or to the Secretary by February 15 of the year of the election or to the chair of the elections committee. Ballots should be sent to members on or about March 15 of that year. Completed ballots should be sent to the Ancient Coin Collectors Guild at its principal office or to the Secretary by April 15 of that year. The Board may permit voting by regular mail, by email, or by other means in accordance with the policies and procedures adopted by the Board.
The four candidates receiving the most votes are elected to the Board.
D. Meetings, Voting, Quorum, and Minutes
Biennial Board Meetings. The Biennial Board Meeting will be held every two years in even numbered years. The Biennial Board Meeting will be held in person or by proxy. At the Biennial Board Meetings an action by a majority of the Board present (either in person or by proxy) is an act of the Board.
Special Meetings. Special meetings may be called by the President, or by the Executive Director, or by a majority of the Board. Special meetings may be held by conference call, through email, or through other means authorized by the Board. At special meetings held in person, an action by a majority of the Board present (either in person or by proxy) is an act of the Board. At special meetings held through other procedures (e.g., email), action by a majority of the then serving directors is an act of the Board.
Quorum. A majority of the Board members then serving, i.e., excluding vacancies, constitutes a quorum for the transaction of any business at any meeting of the Board.
Minutes. The Executive Director shall insure that minutes of the meeting are taken and shall send a copy of them to all directors. Minutes shall be sent to any Guild member upon request of that member or shall otherwise be made available through other means such as a web site or other technology.
Vacancies on the Board may be filled by a two-thirds vote of the directors who vote on appointment of someone to fill the vacancy. A person elected to fill a vacancy shall serve the unexpired term of the predecessor director.
A director may be recalled in the following manner only. A director may be subject to recall if he or she has failed to perform the duties required of a member of the Board.
Any Guild member may request a recall election for one or more directors by submitting a petition containing the signatures of at least one-third of the Guild members in good standing at the time the petition is submitted. The signatures shall be submitted to the Executive Director. The Board shall mail ballots upon payment by the petitioning members of the expense for the recall vote.
A director shall be recalled by an affirmative vote of at least two-thirds of the members in good standing at the time the ballots are sent to the members.
Members of the Board of Directors, as such, shall not receive any stated salaries for their services, but nothing contained herein shall be construed to preclude any Director from serving the Guild in any other capacity and receiving compensation directly or indirectly on due notice to the Board of Directors. Directors having actual or apparent conflicts shall recuse themselves from deliberations and voting on matters giving rise to such conflict.
Article V. Executive Director
Powers and Responsibilities
Between Board meetings the Executive Director has the power to do all things that the Board is empowered to do, except the Executive Director cannot amend these Bylaws; cannot reverse a Board decision or Board action in the absence of compelling circumstances requiring such action; cannot act contrary to Board resolutions or directives in the absence of compelling circumstances requiring such action.
The Executive Director may speak on behalf of the Guild. The Executive Director has the power to take positions on behalf of the Guild with respect to matters which are brought to the attention of the Guild where, in the judgment of the Executive Director, acting through a Special Meeting of the Board would not be timely, fruitful, or otherwise necessary or appropriate given the constraints to act.
The Executive Director is responsible for the direct oversight of any appointed (i.e. non-elected) officers of the Guild.
The Executive Director is responsible for operating and managing the Guild, including the ratifying of appointment of all committees members and overseeing the hiring, supervising, and firing of any Guild employees. The Executive Director is the spokesperson for the Guild; has the power to sign all documents, including contracts, in the name of the Guild; and shall perform such other duties as are determined by resolution of the Board; and shall ensure that the Guild has complied with all federal and state requirements.
The Executive Director is responsible for preparing the agenda for the Biennial Board Meeting. The Executive Director is responsible for receiving, reviewing, and where necessary or appropriate, making recommendations on committee reports. All proposals for Board action, including particularly budget items, are to be received, reviewed, considered, acted upon and reported to the Board by the Executive Director in written reports.
Article VI. Officers
A. Number, Selection, Term, and Term Limits
There are four officers: President, President-Elect, Secretary, and Treasurer. The President-Elect will become President upon conclusion of the two-year term as President-Elect. The term of office of each office shall be from one Biennial Board Meeting to the next. Election of incoming officers will be held at least 60 days prior to the Biennial meeting. The President may serve only one two-year term as president in any six-year period. The President-Elect may serve only one two-year term as President-Elect followed by one two-year term as President in any six-year period. Persons elected as Secretary or Treasurer are limited to no more than three consecutive two-year terms in one office. The President is barred from seeking election as an officer until two years after expiration of the President's term of office. After the two-year sitting-out period, a past president is eligible for election to any office, including President-Elect.
The President shall preside at all Board meetings, shall act as the interface between the Executive Director and the Board, and shall act as spokesperson for the Guild when called upon to do so. In the extended absence or incapacity of the Executive Director, the President of the Board will take whatever actions are necessary to continue the uninterrupted business of the Guild until such time as the Executive Director is able to resume those duties or until a replacement is elected by the Board.
In the absence or incapacity of the President, the President-Elect has the same powers and responsibilities as the President. The President-Elect is responsible for overseeing elections. The President-Elect shall perform such other duties as are determined by a resolution of the Board. The Executive Director may also serve as a member of the Board, if so elected, but may not hold simultaneously the offices of President and of Executive Director.
The Secretary, with the assistance of the Executive Director, shall keep the official records of the Guild, other than financial records, including but not limited to current membership lists, minutes, resolutions, and annual reports; shall keep and disseminate the minutes of all Board meetings; shall act in place of the Treasurer when the Treasurer is unable or unwilling to so act; and shall perform any special duties determined by a resolution of the Board.
The Treasurer, in conjunction with the Budget and Finance Officer, shall keep the official financial records of the Guild; shall be responsible for overseeing the accounting and disbursement of all Guild funds and other property; shall make a report and accounting to the Board at the Biennial Meeting and to the Executive Committee semiannually; shall make a financial accounting to any Director, upon demand; shall act as chair in place of the President-Elect in the event the President and President-Elect are unable or unwilling to do so.
Article VII. Adoption and Amendment of Bylaws
The Bylaws of the Ancient Coin Collectors Guild shall be approved by the incorporators. Upon the approval of the Bylaws, their availability shall be made known to the general membership, and copies of the approved Bylaws shall be provided upon request.
B. Amendments to Bylaws
The Board of Directors can amend these Bylaws by a two-thirds vote.
Article VIII. Dissolution
In the event of dissolution of the Ancient Coin Collectors Guild, any remaining assets of the Guild shall be distributed to a non-profit numismatic organization to be determined at that time by a majority vote of the Board of Directors.