ARTICLE I
: Name, Purpose, and Effective DateSection 1. The name of this organization is the Rochester Philatelic Association, Inc., hereafter referred to as RPA.
Section 2. The purpose of the RPA is to research and study philately worldwide with the objective of promoting friendship among philatelists. The RPA will carry out its purpose exclusively within the meaning of Section 501(c) (3) of the United States Internal Revenue Code of 1954.
Section 3. This Constitution will take effect on July 1, 1984, provided it is approved by 1/2 of the membership by ballot or at such a later date that it is approved by 1/2 of the membership by ballot.
ARTICLE II
: MembershipSection 1. Membership is open to any person of good character presenting satisfactory references subject to rules and regulations established by the Board of Governors.
Section 2. Membership is not transferable.
Section 3. There are two (2) dues membership categories;
a) Regular Members shall be 18 years or older.
b) Junior Members shall be 12 years through 17 years of age.
The annual dues for Regular and Junior Members are set by the Board of Governors and levied on a fiscal year basis. Members in arrears will be dropped from membership rolls after 90 days barring good cause. Resignations are accepted but no refund of dues will be made.
Section 4. There are two (2) dues-free membership categories;
a) Life Members shall be awarded to a regular member in good standing for a period of twenty-five (25) consecutive years, and further provided that there shall be counted toward said twenty-five year period all the time spent in active duty with any branch of the Armed Services of the United States or Allies during the period of membership.
b) Honorary Members shall be recommended by the Board of Governors subject to conditions and privileges established by them. The membership present shall vote in the recommended person.
Section 5. Reinstatement applications will be considered. In the event of reinstatement, the original membership number will be reassigned provided all dues in arrears are paid from the date of delinquency or termination.
Section 6. Membership is subject to termination by the Board of Governors upon good cause being shown. Such action will follow a proper showing of unsatisfactory relations with other philatelists, failure to answer official correspondence, and any activities reflecting adversely on the stature of the other members and on the RPA. Anyone expelled from membership may, within 30 days of notification by certified mail file with the Recording Secretary an appeal to the Board of Governors. However the final decision will be voted on by the membership present.
Section 7. Membership is allowed upon the paying of one years dues with a completed application form.
Section 8. The Treasurer assigns all membership numbers. Membership numbers consist of four (4) digits, two denoting the year joined and the other two denoting sequence of membership for that year. A letter "J"- Junior Member, "L"- Life Member, and "H"-Honorary will be added to the membership number denoting these categories.
ARTICLE III
: MeetingsSection 1. The regular meetings of the RPA shall be held on the second and fourth Thursdays of each month, except July and August, and such other days as may be selected by the Board of Governors.
Section 2. The Annual Business and Election Meeting must take place during the month of June. Any other business meetings may be authorized by the RPA President or the Board of Governors provided the membership has been notified by mail of the subject and text under consideration at least 30 days before the date of the said meeting.
Section 3. No particular order of business is necessary at monthly meetings, although the usual parliamentary rules shall govern all meetings of the RPA, except as may be herein otherwise provided.
Section 4. The order of business at the Annual Business & Election Meeting shall be as follows:
a) Report of the Board of Governors.
b) Report of the Treasurer.
c) Report of the Auditing Committee.
d) Results of elections.
e) Unfinished business.
f) New business.
Section 5. One-fifth of the RPA's dues paying members shall constitute a quorum for the transaction of business at any RPA Business Meeting. Voting may be by mail or in person, one ballot/vote per member.
ARTICLE IV
: Officers & DutiesSection 1. The Officers of the RPA shall be:
a) President, who may be reelected for a second one-year term only, shall preside at all meetings of the RPA and perform all duties usually associated with that office. All necessary committee, except the Auditing Committee, shall be appointed by the President, with advice of the Board of Governors. The President shall serve as a member ex-officio of all such committees appointed.
b) Vice-President, shall perform the duties of the President in absence of the latter, and in case of a vacancy in the office of the President, shall succeed to the office. The Vice-President is also the Program Committee Chairman.
c) Treasurer, shall collect all membership dues and receive all other funds, which may come to the RPA. The Treasurer will establish and maintain such bank accounts as needed for the RPA, with the President and Corresponding Secretary as alternate signer for all accounts. Funds of the RPA may be disbursed by the Treasurer as its business may require or upon request of any officer or upon presentation of an invoice approved by an officer. If the Treasurer questions the propriety of any disbursement, the matter may be submitted to the Board of Governors for approval. The Treasurer will render an annual accounting of all funds of the RPA and the records will be subject to audit whenever the Board of Governors deems necessary. Beside routine handling of RPA business, the Treasurer will also maintain membership records, the receipt and processing of membership applications, and notification of dues payment and members in arrears.
d) Recording Secretary shall keep a record of the proceeding of any RPA Business Meetings and any regular meeting of the RPA if requested by the President. The minutes of any Board of Governors meeting will be recorded by the Recording Secretary. A record of attending RPA members and visitors will be maintained for each RPA Meeting.
e) Corresponding Secretary shall be responsible for mailing all RPA notices of regular and special meetings and the mailing of elective ballots. The Corresponding Secretary is also the Editor of the RPA's publication, "Hinges & Tongs", which is mailed to every RPA member in good standing. The RPA may publish and reprint such other materials as is appropriate to its purpose, subject to the approval of the Board of Governors. The Corresponding Secretary will also maintain RPA's printing equipment.
Section 2. The Officers of the RPA serve without salary or compensation. The Officers are elected for one year terms, beginning July 1 and ending June 30.
Section 3. Vacancy in any elective office- by resignation, disability, death, or otherwise- may be temporarily filled by appointment by the Board of Governors until the next elections. If the next election is more than six months away, the Board of Governors may choose to hold a special election to fill the vacancy.
ARTICLE V
: Board of Governors & DutiesSection 1. The Board of Governors of the RPA consists of the yearly elected RPA Officers, three elected Governors-at-Large, and the immediate Past RPA President who may serve up to two years. The three Governors-at-Large shall be elected yearly and serve a three-year term, in such a manner that one Governor-at-large is elected each year. If more than one Governor-at-Large is to be elected during a year, one will serve a three-year term, the second will serve a two-year term, and the third will serve a one-year term, as necessary. Should a Governor-at-large vacate the office during her/his term, that vacancy shall be filled in accordance with Article IV, Section 3 of this Constitution.
Section 2. The management and control of the affairs and property of the RPA shall be vested in the Board of Governors. The Board of Governors will pass upon general policy matters as well as anything of an overall nature that may be referred to it by the RPA Officers and/or by a majority of the RPA membership. In turn, the Board of Governors may assign specific duties not otherwise provided for to the RPA Officers.
Section 3. The Governors-at-Large, aside from other duties specified in this Constitution, are representatives of the RPA membership and will perform duties assigned them by the President.
Section 4. The RPA President presides over all Board of Governor meetings and can call to order a Board of Governor meeting. RPA members may sit at a Board of Governor's meeting but have no voting rights.
Section 5. The Board of Governors shall appoint an Auditing Committee which will report their finding to the membership at the Annual Business Meeting. The Auditing Committee of three (3) members, made up of RPA members, excluding elected Officials and Governors-at-Large, will examine and perform an internal audit of the accounts of the Treasurer at the RPA meeting prior to the Annual Business Meeting in June.
Section 6. No debts or obligations shall be incurred or contracted by the Board of Governors in excess of the monies then in the treasury of the RPA, nor may the Board of Governors authorize the Treasurer to make disbursements from the funds of the RPA in excess of $300.00 for any one specific item without a vote by the Membership at a Business Meeting.
Section 7a. The Board of Governors shall have power to recommend to the membership all proposed suspensions and expulsions of members, after granting a fair hearing to the delinquent member, or an opportunity for such a hearing.
Section 7b. Removal from elected office any officer who does not fulfill the duties of office. A prescribed procedure will be established as follows:
1) After absence from 3 consecutive meetings (general and/or board) the person will be contacted by the President, who shall ask-
a) Reason for absence.2) The President shall report to the Board on the above.
3) If sufficient reason and desire to continue service exists, no further action need be taken. The matter will be tabled for 30 days and once again be brought up for discussion and general agreement that the situation is resolved.
4) If no sufficient reason for absence is given or lack of interest in serving the office is evident or continued absence persists, the Board Chairman will request in writing the resignation of the office. If not received in two weeks, the Board of Governors shall take action.
a) A move shall be properly made, seconded and passed to remove the absent officer from office.
b) The Board Chairman shall nominate a replacement for the office to be confirmed by the board.
c) Upon above election, the new officer shall fill the remaining term of the office.
Section 8. The Board of Governors shall report its actions to the RPA either through the RPA's publication "Hinges & Tongs" and/or the next regular RPA meeting.
Section 9. The Board of Governors shall appoint a General Chairmen for each ROPEX.
ARTICLE VI
: ROPEXSection 1. ROPEX, Rochester Philatelic Exhibition, is a presentation of the Rochester Philatelic Association, Inc.
Section 2. The ROPEX Committee must be formed no later than nine (9) months prior to the anticipated date of ROPEX.
The ROPEX Committee will consist of:
a) Chairperson of ROPEX
b) Treasurer of ROPEX
c) ROPEX Bourse Chairperson
d) ROPEX Exhibit Chairperson
e) RPA Board of Governors
f) Any other RPA member the ROPEX Chairman may wish to appoint.
A majority of the committee must approve all actions of the Committee. The proposed budget for ROPEX must be presented by the ROPEX Chairperson and ROPEX Treasurer prior to the anticipated date of the ROPEX Show. The Budget of ROPEX must be divided into expenses and income. The total of the income must equal the Total of the Expenses with the following stipulations:
a) Items to be sold as ROPEX show souvenirs must appear only in the Expenses column.
b) A ROPEX Future Contingency Fund amounting to at least $250.00 or an amount equaling a banks checking account minimum allowed to meet the requirements for free banking services. This must appear in the Expense column.
Section 3. No contracts may be signed by ROPEX nor monies dispersed by ROPEX unless it is within the confines of the approved budget. Any and all changes to the approved Budget can only be made by the approval of a majority of the ROPEX Committee. Any individual or group acting in contradiction to the ROPEX Guidelines outlined above in Article VI does so without the permission of ROPEX and the Rochester Philatelic Association, Inc. and is personally liable for any action so taken.
Section 4. ROPEX must close its books and give a written treasurer report by June 30th, the end of the RPA's Fiscal Year. Only an amount of $250.00 or an amount equaling a checking accounts minimum-free service requirement may remain in ROPEX's treasury, which is to be used for the next planned ROPEX.
Section 5. ROPEX sale money collected after June 30th will become funds of the next future ROPEX.
ARTICLE VII
: AmendmentsSection 1. This Constitution may be amended at any Business Meeting by a majority of eligible voters. Proposed changes must be submitted to the President in writing not later than the second April meeting. The membership of the RPA must be notified and have the opportunity to review the proposed changes at least 30 days in advance of balloting. Voting may be by mail or in person, one ballot per member.
ARTICLE VIII
: DissolutionSection 1. Upon the dissolution of the RPA, the Board of Governors will, after paying or making provision for the payment of all liabilities of the RPA, dispose of all the assets of the RPA exclusively for the purposes of the RPA in such a manner, or to such organization(s) organized and operated exclusively, for charitable, educational, or scientific purposes, that qualified as an exempt organization(s) under Section 501 (c) (3) of the United States Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.