BY-LAWS OF THE TOKEN AND
MEDAL SOCIETY, INC.
(As amended August 2009)
ARTICLE I - NAME, PURPOSE AND FISCAL YEAR
Section 1. The name of this organization is the
"Token and Medal Society, Inc.," a corporation organized under the
laws of the District of Columbia.
Section
2. The purpose of the Token and Medal Society, Inc., shall be:
- A. To promote and encourage the study and collection of tokens and medals and exonumia.
- B. To cultivate fraternal and collector relations.
- C. To encourage research and the publication of the results thereof.
- D. To dispense information and knowledge in a periodic publication of the Token and Medal Society.
-
E. To advance the interest in exonumia, to promote meetings, and exhibits of exonumia at conventions, and at other locations.
-
F. To assist members and non-members in the identification of exonumia items, and to assist in their valuation.
- G. Such other related purposes as the Society, by its Board of Directors, may from time to time determine.
ARTICLE II - MEMBERSHIP AND DUES
Section 1. The Token and Medal Society, Inc.,
shall be composed of regular
members, associate members, junior members, life members, and honorary members. Each
membership may be further divided into various classes by direction
of the Board of Directors.
Section 2.
A. Any individual over 18 years of age who is interested in tokens and medals, or exonumia, as
related to numismatics, shall
be eligible for a regular membership and for life membership upon the terms set forth
in these by-laws.
B. Any non-profit
numismatic club, for-profit numismatic club or society, association, or
corporation, and any museum,
public library, or school (public or private), shall
also be eligible for regular or life
membership upon the terms set forth in these by-laws.
Section 3. Any
individual less than 18 years of age who is interested in tokens and medals and exonumia
shall be eligible for junior
membership upon the terms set forth in these by-laws.
Section 4. Any individual who is part of the immediate
family of a regular member or life
member shall be eligible for
associate membership, provided that the application for such
membership is approved, in writing, by the immediate family member who is a regular or life
member of the Token and Medal
Society, Inc.
Section 5. Applications for membership shall be on forms prescribed
by the Board of Directors.
Section 6.
A. Applications for membership, together with the first year's dues
and any initiation fee determined by the Board, shall be sent to
the Secretary who, if no objection is found to admitting the
applicant, shall issue a membership card in the prescribed
form.
B. Should the Secretary have reason to question the admission of
any applicant to membership, such admission may be submitted to the
Board of Directors for final determination.
Section 7.
A. The annual dues of regular, associate, and junior members shall
be payable in advance in amounts to be determined by the Board of
Directors.
B. The dues for life membership shall be payable in advance in an
amount determined by the Board that shall be not less than 20 times
the annual dues for regular membership.
Section 8. All members including regular, associate, junior, and
life members, may be liable from time to time for a special
assessment if determined by the Board of Directors.
Section 9. Honorary members may be conferred by the Board of
Directors upon any person who has rendered services to the Token
and Medal Society, Inc., or to the field of numismatics, who is
determined by the Board of Directors as deserving of this
title.
Section 10. Members more than 90 days in arrears of their dues, or
any special assessment, may be dropped by the Secretary of the
Token and Medal Society, Inc., without further notice.
Section 11. Any member indebted to the Token and Medal Society,
Inc., as determined by the Board of Directors, shall, on 90 days
notice, be subject to censure, suspension, or dismissal from the
rights of obligation, provided, however, that nothing herein shall
be construed as diminishing the obligation to pay the indebtedness
of the Token and Medal Society, Inc.
Section 12. Members dropped for non-payment of dues, or any special
assessment, may be reinstated by payment of the current year dues
together with re-application in the prescribed form. Should a
reinstated member desire his, her or their original membership
number, all dues in arrears shall also be paid together with any
reasonable charge determined by the Board as appropriate to cover
the cost of the process.
Section 13. As a condition of membership, all members agree to
abide by these By-laws and with the terms and conditions of
membership in the Token and Medal Society, Inc.
Section 14.
A. Any member may
charge another member with violating these By-laws, committing an
unfair or unethical act in
their dealing with others, of unjustly interfering with the activities of the Token and Medal
Society, Inc., of being convicted of a felony, or of engaging in
conduct unbecoming a
member.
B. In such event, a
summary of the charge (or a copy thereof) shall be sent by certified mail, return
receipt requested, or
registered mail, or other like means, and by ordinary mail to the member who conduct is
complained of.
C. The member whose conduct is complained of shall have 30 days from the date of mailing to
respond to the charges.
D. If no response is
received, the Board of Directors shall have authority at its next meeting, or
special meeting, or by mail or telephone vote, at which a quorum
is present, to invoke
disciplinary sanctions against the party whose conduct is complained of. Such disciplinary
sanctions may include censure,
suspension, expulsion, or no action, on the basis of either the
failure to answer official correspondence relative to a complaint, or on the
basis of the claim
presented.
E. At the request of any
member whose conduct is complained of, or of any member of the Board,
action may be deferred until a hearing may be had in conjunction
with the annual meeting of the
Token and Medal Society, Inc., or at such other time as, on notice to all
members of the Board, the
accused, the complainant, and a quorum of the Board of Directors may be present.
F. No oral, or unsigned
complaints shall be considered
by the Board of Directors.
Section 15. Any member
of the Token and Medal Society, Inc., if convicted of a felony, shall cease
to be a member if the felony relates to numismatics as it is
determined by the Board of Directors. A conviction of any other
crime shall constitute a basis
for complaint of conduct unbecoming a member, and, if made, shall
be dealt with in accordance
with the provisions elsewhere contained in this article.
Section 16. No debts may be contracted in the name of
the Token and Medal Society, Inc.,
without the approval of a
majority of the Board of Directors, provided however that
without such approval the President
may incur debts for the
benefit of the Token and Medal Society, Inc., up to an
amount to be set from time to time by
the Board of Directors, and the Secretary and the Treasurer may
purchase and pay for the
stationery, postage, and supplies incidental to their offices, and the Journal Editor may
incur the normal expenses incidental to the office of Joumal
Editor, again subject to any
limitations that may be set forth from time to time by the Board of Directors.
Section
17. All expenditures shall be accounted for in the
report of the Treasurer which shall
be rendered to the Board of Directors at least once each year, and
shall be presented to the members at least annually.
Section 18. All members shall receive the
official publication of the Token and Medal Society, Inc., the TAMS
Journal, without cost beyond their annual dues, unless
otherwise determined by the Board of
Directors. Subscriptions by
non-members shall be made available at rates determined by the
Board of Directors.
ARTICLE III -
OFFICERS, GOVERNORS, EXECUTIVE
BOARD
Section 1. The Token and Medal Society, Inc.,
shall have the following
officers: a President, First Vice President, Second Vice President, and eight Governors, all
of whom shall be elected by
the membership for a term of two years.
Section 2. The offices
mentioned in the preceding section, together with the immediate Past President,
the Journal Editor, the
Secretary, and the Treasurer shall constitute the Board of
Directors of the Token and Medal Society, Inc., and shall manage,
operate, and conduct the affairs of the Token and Medal Society,
Inc.
Section 3. Elections
shall be held in even numbered years, for example, 1986, 1988, 1990 and so
forth.
Section 4. In each
election year, the President shall issue a call for nominations of
officers and Directors which shall be published in the issue of the TAMS Journal for
the December preceding said election year.
Section 5. All
nominations must be made in writing and submitted to the Secretary, by letter postmarked
no earlier than January 1 and
no later than March 1 of the election year.
Section 6. In order to
be a candidate for office, a nominee must be an individual, regular member or a life
member in good standing at the
time of the declaration of their candidacy.
Section 7. Each
candidate must be nominated by at least 10 members in good standing.
Section 8. No member may
nominate themselves and no member may nominate a number of
candidates for office in
excess of those to be elected for said office.
Section
9. The Secretary shall notify the nominee by letter, postmarked no later than March 10, of the
nomination and request his or
her written acceptance, or refusal thereof. Such nominee shall deliver or mail such
acceptance or refusal to the
Secretary no later than March 31, or in the absence of such instrument, shall be
deemed to have declined such nomination unless the nominee
presented the petition to the
Secretary, in which case it shall be presented to be accepted unless declined in
writing. Each nominee who has
so accepted said nomination shall also deliver to the Secretary no later than April
15 of the election year, his or her biography, not to exceed 200
words in length, which shall include a record of the
nominee's service to the Token
and Medal Society, Inc., and to numismatics in general, and such other items as
the nominee shall
determine.
Section 10. In the
failure of sufficient candidates to qualify for the vacancies, the newly elected President,
or his or her successor as determined by these By-laws, shall
appoint the balance of the Board until the next election
shall be held to fill the vacancy. If
an officer fails to attend the meetings of the Board of Directors,
the Board by majority vote,
may recommend to the President that the office be declared vacant, and recommend that a
successor be appointed. The
President, in his or her sole determination, shall then decide whether or not the absence is
for good cause shown, and, if
the President determines that good cause has not been shown, shall declare the
office vacant and shall
appoint a successor.
Section 11. Not later
than April 25 of each election year, the Secretary shall submit a
written list setting forth each office and the names of those accepting the
nominations. The submission shall be made to the President and to
the Editor of the TAMS Journal
for publication in the June issue. The June issue of the TAMS Journal shall
contain the biographies and
shall be mailed to all members of the Token and Medal Society, Inc., prior to June 15
of the election year.
Section 12. In the event that there are
multiple persons duly nominated for a given position (President,
First Vice President, or Second Vice President) or more than 8
persons nominated for Governor, the following steps shall be taken
to provide for an election by the membership.
A. The outgoing President shall appoint a ballot committee
consisting of at least three individuals, none of whom shall be
related to each other, or any candidate for office, or live in the
same standard metropolitan statistical area. All ballots
shall be sent by the Journal Editor to all address designated by
the member.
B. Ballots shall be returned to the Secretary. The
Journal Editor shall be responsible for preparation and mailing of
the ballots to all members in good standing together with an
envelope marked "Official Ballot" and addressed to the return
address selected pursuant to these by‑laws. Each envelope
shall bear a different number. The numbers selected shall be
within the sole discretion of the Journal
Editor.
Section
13. All members in good standing shall have the right to vote.
Section 14. Voting shall
be by mail only.
Section 15. Each voting
member shall insert his or her ballot in the numbered envelope and
seal and mail the same together with prepaid postage.
Section 16. Balloting shall be postmarked at
least 20 days prior to the
date of the annual membership meeting in order for the ballots to
be counted. The Secretary shall bring unopened ballots to the annual meeting. The
ballot committee shall count
the ballots, determine which candidate or candidates have been elected to the
respective offices and shall furnish the President of the Token
and Medal Society, Inc., with
a sealed envelope containing the results of the election. This will be delivered
prior to the general
membership meeting of the convention, where the results shall be read to the membership in
general. Winning candidates
shall be notified as soon as is practicable.
Section 17. After the
membership meeting, the newly elected officers and Governors, the
Immediate Past President, and
the TAMS Journal Editor, shall select, by majority vote, a
Secretary and a Treasurer to serve for a period of two years.
Section 18. No member shall be eligible for election as
President or Vice President unless he
or she has first been elected
and served at least two terms as a member of the
Board of Directors.
Section 19. Any person
elected as President may be a
candidate for the office of President or Vice President
provided there is a minimum of a
one-term lapse in service.
Section 20. The officers
and the Board of Directors shall have the usual duties delegated to their
respective offices to conduct
the affairs of the Token and Medal Society, Inc., and shall serve without compensation,
except as may be authorized by
the Board of Directors for services rendered. The Secretary and Treasurer may be paid
for services rendered.
Section 21. All officers
and Directors must be members of good standing in the Token and Medal Society,
Inc., and shall hold offices
until their successors take office.
Section 22. The President shall preside at all meetings and
generally supervise all matters of business of, or interest to, the
Token and Medal Society, Inc. In the absence of the President at
any meeting, the First Vice President shall preside. In the absence
of the President and the First Vice President, the Second Vice
President shall preside.
Section 23. In the
absence thereof of the President, First Vice President, and the Second Vice President,
the Board shall itself elect a
presiding officer.
Section 24. Should the
President of the Token and Medal Society, Inc., be unable to discharge the duties
of office because of illness
or any other reason, a written declaration shall be transmitted to the First Vice
President and to the
Secretary, whereupon the First Vice President shall
serve as acting President until the
President informs the First
Vice President and Secretary that he or she is able to
discharge the duties of office.
Section
25. Should the President not submit such declaration and fail to perform his or her duties for a
period of six months or more,
the Secretary, or two or more members of the Board after requesting a written
explanation form the President, shall prepare and submit to the
Board for vote, a proposal that the office of President be declared
vacant and shall be filled by the First Vice President.
Approval shall require an affirmative
vote by two-thirds of the
Board, not including the President and First Vice President.
ARTICLE IV - COMMITTEES AND
OTHER REQUIRED PERSONNEL
Section 1. The President
may appoint such committees as
he or she deems necessary or proper for the conduct of
the affairs of the Token and Medal
Society, Inc.
Section 2.
(a) The President, with the approval of the Board of Directors (by
majority vote), shall appoint a
(1) Journal Editor,
(2)Book Editor, and
(3)Publisher,
or a combination of such offices in
whole or in part, i.e., Journal Editor/Publisher, Book
Editor/Publisher, Journal Editor/Publisher, or other combination
approved by the Board.
(b) The President may also appoint
members to other posts, including Legal Counsel, Librarian,
Historian, Webmaster, Curator, Publicity Chairman, Branding
Chairman, Assistant Treasurer, Advertising Manager, and as may be
designated by the Board from time to time.
(c) Any member of the Board and any
officer thereof may, with the approval of the President and the
voting members, fill one or more of these positions. The Board may
waive the requirement that appointees be a member of TAMS.
Appointees shall remain in office until their successors are
appointed."
Section 3. If any of the
positions herein are paid positions, the Board shall approve the
payments and any contract associated with such
appointment."
ARTICLE V -
AFFILIATION
Section 1. The Token and
Medal Society, Inc., shall maintain continuous affiliation with the
American Numismatic
Association.
ARTICLE VI- MEETINGS AND
CONVENTIONS
Section 1. The Token and
Medal Society, Inc., shall hold an annual meeting of the
Board of Directors and an annual meeting of membership each year in the
same standard metropolitan
statistical area as is held the annual convention of the American Numismatic
Association. The time shall be
within the general parameter dates set for the Annual Summer Convention for the American
Numismatic Association. A
notice of such meeting shall be published in the June issue of the TAMS
Journal.
Section 2. At the option
of the Token and Medal Society, Inc., Board, a second meeting may be held
annually in conjunction with the mid-winter convention of the
American Numismatic Association.
Section 3. A special
meeting of the Board may be held at any time when demanded by the President, or by
any three members of the Board.
Section 4. The Board of
Directors shall meet during the convention as aforesaid to conduct the affairs of
the Token and Medal Society,
Inc. Such portion of the meeting as is deemed appropriate by the Board shall be open
to the membership, and the
public.
Section 5. The Board
shall be governed by Roberts Rules of Order.
Section 6. A majority
vote shall prevail.
Section
7. A quorum shall constitute
five elected members of the
Board of Directors.
Section 8. The Board of
Directors may vote by mail, and may meet by telephone provided that all members
of the Board are contacted, a
quorum is present, and each member participating can hear and speak to the other
member in such telephonic conversation. On votes by mail, and
in any telephonic meeting of
the Board, an affirmative vote of not less than two-thirds of the members of the
Board shall be required for the adoption of any resolution.
ARTICLE
VII
Section
1. In the event the Token and Medal Society, Inc., dissolves, or shall be liquidated, any and
all assets available for distribution shall be distributed pursuant
to the District of Columbia Non-Profit Corporation Act,
provided that all assets
remaining after the payment of debts shall be distributed to a non-profit numismatic
society or corporation to be designated by the last Board of
Directors, or in their failure
thereof, to the American Numismatic Association for a scholarship in the name of the
Token and Medal Society, inc., it being understood that the
American Numismatic Association is an organization
entitled to 501(c)(3) treatment under
the Internal Revenue Code of
1954 as amended.
ARTICLE VIII - GOVERNING BOARD
- COMMITTEES
Section 1. It shall be
the duty and responsibility of all members of the Board of
Directors and all appointed officers and committee personnel to keep
paramount the purpose and objectives of the Token and Medal
Society, Inc., and to devote
their energies to accomplish these aims.
ARTICLE IX - AMENDMENTS
Section 1. Alterations
or amendment to these By-laws shall be by a two-thirds vote of the
Board of Directors.