BY-LAWS OF THE TOKEN AND MEDAL SOCIETY, INC.
ARTICLE I - NAME, PURPOSE AND FISCAL YEAR
Section 1. The name of this organization is the "Token and Medal Society, Inc.," a not for profit 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.
Section 3. The fiscal year of the Token and Medal Society, Inc., shall be from July 1 to June 30.
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 type of membership may be further divided into various classes by direction of the Board of Directors.
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 under 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.
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.
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 membership 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 to the Token and Medal Society, Inc.
Section 12. Members dropped for non-payment of dues, or of 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.
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, e-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 or e-mail 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 or e-mail, 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 deemed 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. Ballots 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, e-mail, or other similar electronic manner, and may meet by telephone or other similar electronic manner, provided that all members of the Board are contacted, a quorum is present, and each member participating can hear and speak to the other members in such telephonic conversation, or if not oral, then in a manner that allows for simultaneous or near-simultaneous transmission of what transpires using “GoToMyPC.com” (meetings), Skype, or similar services. On votes by mail or e-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.
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, and the Internal Revenue Code of 1986 as amended, 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 1986 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.