Name, Purpose and Objectives
| Conduct of Business
| Dissolution of the Society
Section 1 — Name.
The official name of this organization shall be the International Cuban Philatelic Society (hereinafter referred to as ICPS). The Spanish name of the Society shall be Sociedad FilatÚlica Cubana Internacional (with Spanish acronym SFCI).
Section 2 — Purpose and Objectives.
The ICPS is organized exclusively for educational and charitable purposes within the meaning of Section 501 (c) (3) of the U.S. Internal Revenue Code of 1986, or the corresponding provisions of any subsequent law. Its object and purpose shall be to further interest in researching, documenting, and preserving the stamps, covers and postal history of Cuba and related philately.
The International Cuban Philatelic Society was founded on March 8, 2010 for the purpose of promoting Cuban philately and sponsoring studies and research in the stamps and postal history of Cuba. The Society is committed to assisting its membership, and the public in general, in becoming more familiar with all aspects of Cuban philately. The ICPS will strive to support and finance the research and publication of journals, books, catalogs, and other publications dealing with any aspect of Cuban philately with the objective of keeping members and the public at large informed of the stamps, covers, documents, and postal history of Cuba and to support and finance the preservation of all such information and research for use by future generations.
The Society shall not engage in any pursuit or act not consistent with its objectives. The Society shall not discriminate on the basis of age, sex, race, nationality, or political or religious beliefs and shall not intervene in any political or religious matter.
The International Cuban Philatelic Society shall:
- Promote Cuban philately in all of its aspects,
- Stimulate and sponsor research and studies in all aspects of Cuban philately,
- Publish a journal containing articles on Cuban philately,
- Hold meetings of the membership on a regular basis in any place where there are enough members to attend,
- Communicate regularly with the membership electronically since the membership is so wide spread,
- Hold an Annual Convention at different national or international philatelic exhibitions each year to promote the Society in those venues and to allow local members to interact with visiting Society members,
- Organize public and private exhibitions of all kinds of Cuban philatelic materials,
- Assist its members and the general public in the acquisition of philatelic knowledge, particularly on the cultural and historical aspect of Cuban philately,
- Freely exchange information with other national or foreign philatelic organizations or societies.
Section 3 — Scope of the Bylaws.
All powers of the International Cuban Philatelic Society and its authorized bodies shall be executed in accordance with these Bylaws. Admission to and continuation of membership in said organization and the rights and obligations of members shall be entirely subject to and depend upon the provisions herein and the exercise of authority hereby conferred.
Section 4 — Definitions.
The following terms, with their associated definitions, will apply throughout these bylaws:
(a) ICPS - the official acronym for the International Cuban Philatelic Society.
(b) SFCI - the official acronym for the Spanish name of the Society: Sociedad Filatélica Cubana Internacional.
(c) Member - any individual accepted for membership in the ICPS.
(d) Director - any member of the Society's Board of Directors. There are three types of Directors: 1) Elected, 2) The immediate past President of the Society, and 3) ex officio Directors by virtue of serving as Chair of the Editorial Board, as Journal Editor, as Webmaster, or as Auction Manager.
(e) Officer - any individual elected by the directors to one of the four offices of the Society: President, Vice President, Secretary, or Treasurer.
Section 1 — Board of Directors.
The management of the affairs of the ICPS shall be vested in a Board of Directors, subject to the requirements set forth in these bylaws and in the supporting Society Plan of Operations containing additional details for the adequate governance of the Society.
The Board of Directors shall consist of:
- Four elected Officers: President, Vice President, Secretary, and Treasurer, with the President as Chairman of the Board.;
- Three other elected Directors;
- Five other Directors by virtue of the roles they play in the Society:
- The immediate past President for continuity of operations, ex officio,
- The Chair of the Society's Editorial Board, ex officio,
- The Society Webmaster, ex officio,
- The Society Journal Editor, ex officio, and,
- The Society Auctions Manager, ex officio.
All members of the Society's Board of Directors shall have the same standing and voting rights. In the case of tie votes, the Society's President vote shall decide.
The rationale for making the Chair of the Editorial Board, the Journal Editor, the Webmaster, and the Auctions Manager ex officio Society Directors is that they are intrinsically involved in regular Society operations and they therefore should have input into all decisions that affect Society operations. They shall have full rights and duties as other board members.
Section 2 — Qualifications.
- All candidates for Society Officer or Director must be able to communicate electronically via e-mail with other Society Officers and Directors and with Society members. Each elected Officer or Director serves as a legitimate representative of all members' interests, and this requires timely communication with other Board and Society members on ICPS business interests and plans. Additionally, the Society Secretary and Treasurer must have access to Microsoft Office Word and Excel Software and must be able to work with these programs proficiently.
- Any member in good standing meeting the qualifications set forth in the paragraph above and who has been a member of the Society for the immediate preceding three years before taking office and is 18 years of age or older is eligible to hold office or be a Director in the Society.
- There shall not be any residency restrictions for any Director of the Society.
- Society Directors may serve in more than one capacity in the Board of Directors, subject to the approval of a majority of the Directors, with the exception of the President and Vice-President who shall always be distinct so that the Vice-President can back up the President in the President's absence as necessary.
- These requirements may be adjusted to fit special circumstances at the discretion of the Board of Directors.
Section 3 — Election of Board Members
The nomination and election of Society Board of Directors is detailed in Article IV of these Bylaws and the Operations Plan.
Section 5 — Vacancies.
A vacancy may be created by death, non-payment of dues, or resignation from the Society. A vacancy in any elective or appointed office, except the President, shall be filled by the Board of Directors in an interim basis until the next Society elections are held. A vacancy of the Presidency shall be filled by the Vice President until the next election.
Section 6 — Removal from Office or Functional Role
Directors may only be removed from their elective or appointed office or functional role by a two-thirds majority vote of the full membership of the Board of Directors. Cause for removal shall be neglect of official duties or inability to perform official duties by reason of physical or mental incapacity. Failure to participate in Board meetings personally or electronically on a regular basis shall be considered neglect of official duties and make the Director subject to replacement by the Board. The reasons for removal shall be stipulated in writing to the person being removed from office or functional role and that person shall be provided with the opportunity to respond to the charges before making the removal final.
Section 1 — Membership.
Membership in the Society shall be open to any person of good moral character interested in the purposes and objectives of the Society, regardless of age, sex, race, nationality, or political or religious beliefs.
Section 2 — Admission to the Society.
- Application for membership in the ICPS must be made on the official form supplied by the Society, must contain all the information requested, and must be accompanied by the membership fee.
- Applications will be processed by the Secretary and Treasurer. The Secretary will incorporate the new member's name and information to the Society's membership roster(s) and distribute the information to the Webmaster and Auctions Manager. The Treasurer shall process the membership fee and add the member to the Treasurer's database(s). The Webmaster shall add the new member to the membership list posted in the ICPS Website.
Section 3 — Classes of Membership and Associated Fees.
There shall be the following classes of Society memberships with corresponding annual fees as defined following:
- Electronic - Applies to any member regardless of place of residence that only desires to receive electronic publications and communications from the Society.
- Lifetime Electronic - Applies to any Society member that wants to become a lifetime member of the Society and wants to receive only electronic copies of all Society publications. The fee shall be twenty times the Electronic membership fee or ten times if the applicant is 65 years of age or older.
- Regular U.S.A. - Applies to all members residing in United States of America or its territories for those members that desire to receive hardcopies of all Society publications.
- Regular Foreign - Applies to all members not residing in the United States of America and its territories that desire to receive hardcopies of all Society publications.
- Lifetime Regular - Applies to any member that wants to become a lifetime member of the Society and wants to receive hardcopy of all Society publications. The fee shall be twenty times the corresponding annual fee depending on place of residence at the time of becoming a member or ten times if the member is 65 years of age or older. No adjustment will be made to the fee if the member changes residence during the lifetime membership even if the member moves to or from the United States.
Membership fees shall be set by the Board of Directors. Membership fees shall be paid in advance on a calendar year basis. Members who by the end of the first quarter of the calendar year (i.e., March 31st) have not paid their dues shall be dropped from membership.
Section 4 — Rights of the Members.
The rights of Society members are:
- To participate in society elections and be elected to office;
- To enjoy the services offered by the Society;
- To participate in events held by the Society;
- To receive Society publications and communications;
- To receive periodic Treasurer's reports of income and expenses.
Section 5 — Obligations of Society Members.
The obligations of Society Members are:
- To comply with Society Bylaws and the resolutions of the Board of Directors;
- To pay membership dues on time;
- To vote in society elections;
- To respond to Society communications promptly as appropriate.
Section 6. Membership lists. The Society shall maintain the following up-to-date membership lists:
- A list of members with their full address, telephone number, and e-mail address. This list shall be kept private and shall only be made available to the Society Officers and the Society Journal Editor and Auctions Manager for the purpose of mailing Society publications. Requests for contact information for a member that has requested his or her address be kept private shall be referred to the member to answer. Responsibility for maintenance of this list shall rest with the Society Treasurer and/or Secretary.
- A list of members with their country and state of residence, e-mail address and/or telephone number, and collecting interests shall be maintained by the Society Webmaster in a password protected area of the Society's Website. No information that members have requested be kept private will be included in this list.
Section 7. Resignation, Dropped Membership, and Reinstatement. Any member of the Society that withdraws from the Society shall not be entitled to a reimbursement of dues or contributions of whatever nature which were made to the Society.
Resignation. Any member may formally resign from the Society by submitting a written resignation via mail or e-mail. Resignations shall be published in the Society Website and journal and communicated via e-mail to Society members.
Dropped Membership. Any member in arrears of annual dues after March 31 shall be dropped from membership in the Society.
Reinstatement. Any former member dropped from membership for non-payment of dues may be reinstated in the ICPS upon payment of the annual dues and all other indebtedness to the ICPS.
Section 1. General.
Elections shall be held every three (3) years for Society Officers and three elective Directors by a majority vote of the members of the Society.
- The period in office for all elective Society Officers and Directors shall be three years from January 1 of the year after the election to December 31 of the third year thereafter.
- The Chair of the Editorial Board, Journal Editor, Webmaster, and Auctions Manager are positions appointed by a majority vote of the current Society Board of Directors and shall serve ex officio indefinitely at the discretion of the Board of Directors and shall have full voting rights as members of the Board of Directors of the Society.
- There shall be no limitation as to the number of consecutive or non-consecutive terms any Director of the Society may serve. However, the Board of Directors shall promote turnover in the membership of the Board.
Section 2. Elections Committee.
The Board of Directors of the Society shall appoint an Elections Committee composed of two or three Society members to call for nominations of four Society Officers (President, Vice President, Secretary, and Treasurer) and three elective Directors for each election and to conduct and monitor the election process. The Elections Committee shall be appointed by July 1 of the year of elections.
Section 3. Elections Schedule and Process
Elections shall be conducted during the period from July1 to December 31 of the year preceding the start of the new governance period so that the new Board of Directors can start functioning on January 1. The election process shall be conducted according to the procedures and detailed schedule published in the Society's Operations Plan.
Section 1. Regular Operations
All regular Society business may be conducted by mail, e-mail, or telephone. All business proposals shall be submitted to the Society's Secretary in writing for consideration of the Board of Directors. The Secretary shall prepare all materials submitted for consideration of the Board and send them to every member of the Board of Directors for review and approval as appropriate. Quorum for Society Board Meetings shall be two thirds (2/3) of Board members, including the President or Vice President and the Secretary or a Secretary Designate. A simple majority ruling by the Board of Directors shall be binding in all cases except where otherwise specified in these Bylaws or in the Society's Plan of Operations. Major decisions on the governance of the Society shall be subject to presentation to the Society membership at large and their approval by vote.
Section 2. Society Operations Plan
Details of Society operations not contained or specified in sufficient detail in these Bylaws shall be included in a Society Operations Plan. Preparation of the Society Operations Plan shall be the responsibility of the Board of Directors and its approval shall require a majority vote of the Board. The responsibilities and duties of the Society Officers and Directors shall be specified in the Operations Plan. The Operations Plan shall be reviewed annually and changes to the plan shall be discussed and approved by the Board of Directors. Any member of the Society may propose changes to the Society Operations Plan by submitting a proposal in writing to the Society Secretary.
Section 3 - Society Finances.
The fiscal year shall be January 1 to December 31 of each year. The Society Treasurer shall prepare detailed financial reports periodically with their frequency and scope as specified in the Society Operations Plan. Shortly after the end of each finanancial year, the Treasurer shall prepare an annual financial report that shall be published in the Society Journal and Website after verification and approval of its contents by the Board of Directors.
Section 4 - Society Meetings.
The ICPS shall conduct an Annual Convention of its membership. The Annual Convention shall preferably be held in conjunction with a major stamp convention or exhibition either in the United States , home of the Society, or in a foreign country. Additional meetings will also be scheduled at other shows in the United States or in foreign countries, giving preference to locations close to the residence of ICPS members. The agenda for the Annual Convention shall be open to suggestions from the membership and shall be coordinated by the Society Secretary subject to final approval by the Board of Directors. Rules and agenda recommendations for the conduct of all Society meetings shall be detailed in the Plan of Operations.
Section 5 - Society Website.
The Society shall maintain an Internet Website as its primary means of communications with its membership. The Society shall strive to publish all content of its Website in both English and Spanish; however, since the Society is being incorporated in the United States of America, the primary language of the Society shall be English. The Society Website shall be managed and operated by a Society Webmaster under the supervision of the Society's Editorial Board. All content of the Website shall be subject to the approval of the Society's Editorial Board and ultimately of the Society's Board of Directors.
Section 6 - Society Journal.
The Society shall publish a Society Journal named Journal of Cuban Philately on a regular basis with all content in both English and Spanish. The journal shall be available in hardcopy or electronic form. All content of the journal shall relate to Cuban philately and shall be subject to the review and approval of the Society's Editorial Board. The Society shall also publish separate Special Studies Monographs on an ad hoc basis to supplement its journal when necessary to handle longer articles that would overwhelm a single issue of the journal. The content of the monographs shall also be English-Spanish bilingual and shall also be subject to the review and approval of the Editorial Board. These monographs shall be considered to be an added benefit of membership in the Society; however, there shall be no obligation on the part of the Society to publish monographs on any given year.
Section 7 - Society Auctions.
The Society shall conduct regular philatelic auctions for the benefit of its membership. Society Auctions shall be prepared and managed by the Auctions Manager with the assistance of the Editorial Board and the Webmaster. The final auction listing shall be subject to the approval of the Editorial Board and ultimately the Society's Board of Directors. Society auctions will only be posted in a special page of the Society Website. Rules and regulations governing the Society Auctions shall be published in both English and Spanish in the Website together with the auction listing and in the Society's Operations Plan. Lot descriptions will be provided primarily in English, but great effort will be taken to provide Spanish translations for those descriptions that may be difficult to understand by Spanish-speaking participants.
Proposed amendments to these Bylaws must be submitted in writing to the Board of Directors and must be endorsed by at least three (3) members in good standing or be proposed by a majority vote of the Board of Directors. Upon review by the Board of Directors, publication of the proposed amendment to the Bylaws will be made in the Society's Website and will also be sent via e-mail to all Society members. Members shall have sixty days after the publication of the proposed amendment to these Bylaws to approve or reject each article of the amendments via regular mail or e-mail. Members shall vote on each revised, new, or deleted article of the Society Bylaws separately. A simple majority of the votes received shall decide the approval or rejection of each article of the amendments.
The Society shall have perpetual existence, but may be dissolved by resolution of two thirds (2/3) majority of the Board of Directors. Upon dissolution of the society, any assets in existence at the time shall be donated in full to fund the American Philatelic Research Library (APRL) of the American Philatelic Society (APS).
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