Section 1. The name of the organization shall be the International Society of Worldwide Stamp Collectors, hereinafter referred to as ISWSC.

Section 2. The principal office shall be PO Box 150407, Lufkin, TX 75915-0407 USA or as may be determined by the Board of Directors.

Section 1. The purpose of ISWSC shall be to promote worldwide stamp collecting by offering information, motivation and materials to beginning stamp collectors and to provide research, study materials and encouragement to more advanced philatelists, and the conduct of programs designed to encourage stamp collecting through the donation of funds, stamps and accessories and the dissemination of same for the use by youth groups, and other worthy beneficiaries. Further, ISWSC shall seek to enhance the enjoyment of worldwide stamp collecting and promote greater international understanding and goodwill through correspondence and exchange of stamps throughout the world.

Section 2. The ISWSC shall carry out its purposes exclusively within the regulations concerning Section 501(c).3 of the United States Internal Revenue Code of 1986.

Section 3. The ISWSC, in its activities, shall be nonpartisan, nonsectional and nonsectarian. It shall not, by resolution or otherwise, be committed to the support or endorsement of any candidate for public office. No part of the income of ISWSC shall be distributable to its members, officers or directors.

Section 4. The ISWSC shall be chartered under the laws of Texas as a non-profit corporation. It has no capital stock. No member shall be individually legally liable for any act or obligation of ISWSC, unless such liability be evidenced in writing, duly executed by such member.

Section 1. Membership is open to any person or association having an interest in the purposes and programs of ISWSC. Membership shall be conferred upon submission of annual dues and a completed application form. Membership is not transferable.

Section 2. Membership dues shall be set by the Board of Directors and may consist of any combination of United States dollars, other currencies, and postage stamps as may be decided by the Board of Directors. A portion of dues shall be set aside for charitable purposes as determined by the Board. The Board may establish various categories of membership not provided for in the By-laws subject to conditions and qualifications to be determined by the Board.

Section 3. The Board of Directors may elect Honorary Lifetime Members and award Honorary Memberships subject to conditions and privileges to be decided by the Board. Such memberships shall be non-voting. No Officer or Director shall be awarded Honorary Member status during his or her term of office.

Section 4. Members failing to pay the required annual dues for a period of 90 days following the expiration of membership term, shall be dropped from the rolls, and are no longer eligible for participation in various programs of ISWSC. Former members may rejoin ISWSC upon payment of current dues in full, unless terminated for cause by a previous Board.

Section 5. Any member, upon written request to the Board of Directors may resign from ISWSC. Resignations shall be accepted, providing all financial obligations to the organization have been met.

Section 6. The Board of Directors may terminate membership for cause. Such action shall be consistent with the policies and procedures of the American Philatelic Society, and shall provide for due process. It shall take a three-fourths vote of the Board of Directors to effect final membership termination for cause.

Section 7. All members shall be entitled to equal treatment and access to services and general publications of ISWSC. The Board may, at its discretion, establish higher charges for services involving delivery at international postage or telephone rates.

Section 8. Membership dues are not predicated on the delivery of any particular service or publication and are not subject to refund in the event that some such service or publication is suspended or cancelled.

Section 1. The government of ISWSC, the direction of its policies, programs and publications, and the control of its property shall be vested in the Board of Directors. The Board shall consist of ISWSC elected President, Director, or Executive Director, the immediate past President and the immediate past Secretary provided they have served one or more full terms, two (2) Elected Directors at-large, and appointed Directors for a total of not less than five (5) nor more than nine (9) directors.

Section 2. There shall be two (2) Directors at-large, who shall be nominated by the membership and who shall, upon election, serve for two year terms, beginning January 1 of odd numbered years. The term of office for these Directors at-large shall begin January 1, 1995.

Section 3. Nominations for appointed Directors shall be proposed by the President, and confirmed by a three-fourths vote of the other Directors. Should an appointive nomination fail to carry by a three-fourths vote, the person shall not become a member of the Board, and the process shall be repeated until the Board is complete.

Section 4. The ISWSC President shall convene and preside over the meetings of the Board. Meetings may be held in person, by telephone or correspondence, provided however that all matters calling for a vote be submitted to the full Board. A quorum of three (3) shall be necessary for the conduct of business. All voice votes shall be confirmed in writing and filed with the Secretary.

Section 5. The Board of Directors may remove an Officer, Director, or Executive Director from his or her position for failure to carry out the fundamental duties of the office, or for cause upon action by the Board, provided that such action be taken only after the individual has been given an opportunity for a hearing and after reasonable notice. It shall require a three-fourths vote of the remaining Board to expel an Officer or Director. The aforementioned hearing may take the form of a conference call or written communication and is to be circulated to the entire Board.

Failure to respond to official correspondence of the Board with regard to the dereliction within 30 days of receipt thereof, shall cause the President to call for a motion, second and vote to remove the Officer, Director, or Executive Director from office. The President shall then nominate a replacement to be confirmed by the Board. Upon his or her election the new Officer shall fill the remaining term of the office.

Section 6. The position of Executive Director shall be appointed by a majority vote of the Board on or before January 31 of every year, or at such time the Board deems suitable on an emergency basis. A yearly honorarium may be given to the Executive Director at the discretion of the Board.

Section 1. The Officers of ISWSC shall be:

(a) President - shall preside at all meetings of ISWSC and its Board. He or she shall perform all duties incident to the office as defined by Robert's Rules of Order, 9th Edition or later, and shall recommend such action as he believes will increase the effectiveness of the organization.

(b) Vice-President - Charitable Programs - shall assume such responsibilities as may be assigned by the Board of Directors, including, but not necessarily limited to Chairman of the Youth Program. The Vice-President shall, in the absence or inability of the President, serve in his/her stead.

(c) Secretary- shall keep a permanent record of all Society Board of Directors proceedings, including Board Meetings and Board votes. Such records are to be stored at Society Headquarters, and available for viewing (in-person or mail at the requestor’s cost) by members at any time. The Secretary shall also attest to all legal documents of the Society, and perform such duties as requested by the Board and/or Executive Director.

(d) Vice President - Public Relations - shall perform duties with respect to promoting ISWSC, its purposes and programs; shall monitor and assist the ISWSC Regional Representatives in their efforts to promote ISWSC in other countries around the world; shall be responsible for securing from among the membership, an Elections Chairman to manage, direct and supervise ISWSC elections. Said Chairman shall serve upon confirmation by the Board, but shall not be a member of, nor serve on, the Board of Directors.

(e) Executive Director - shall be a member of the Society and have sufficient knowledge and ability to manage the business affairs of the Society in a satisfactory manner. The Society’s official headquarters shall be at the Executive Director’s residence, unless the Board decides on an alternative location. He/she shall have custody of all records, documents and securities of the Society, and shall preserve such items except as provided herein. He/she shall be responsible for the receipt and processing of membership applications, dues, fees, and other funds which may come to the ISWSC, the maintenance of membership records and official correspondence, notification of dues payments, and arrears. Such may be done personally or through delegation of his/her authority in these matters. Further, the Executive Director shall establish and maintain the financial records of the Society in a matter consistent with standard accounting practices. He/she shall monitor the security of ISWSC assets involved in the various programs of the organization. The Executive Director has an advisory role on the Board and is without voting privileges in that body. The Executive Director shall be appointed by the President and approved by the Board of Directors.

Section 2. The initial holders of all offices and Board appointments shall be the current holders of these offices at the time of adoption of these By-laws by the membership of ISWSC, and they shall serve until re-elected in the next general election, or replaced in the event of their earlier resignation. The term of all Officers and Directors shall be two (2) years.

Section 3. All Officers and Directors shall serve without compensation except for the reimbursement of reasonable expenses incurred in the administration of their duties.

Section 4. In the event of a vacancy in any of the Officer or Board positions, excluding the President which shall be filled by the Vice President-Charitable Programs, the President shall nominate and the Board confirm the appointment as soon thereafter as possible.

Section 5. No elected officer, Director at-large or Board member shall serve for more than two (2) consecutive two (2) year terms after the adoption of these By-laws, in the same position, provided however, that time spent as an appointed Officer or Director shall not be counted toward the term limitations. Re-election to a particular office is possible after one (1) term has passed.

Section 1. To facilitate the management of the routine business of the Society, the day-to-day activities will be conducted under the guidance of an Executive Committee, composed of the President, Executive Director and one other Board member as recommended by the President and approved by the full Board. The Executive Committee shall report to the Board as matters of policy and/or procedure warrant. Said Executive Committee shall operate at the discretion of the Board, and may have other temporary powers as directed by the full Board.

Section 1. The Board of Directors shall authorize and define the duties and powers of all committees, and the President shall appoint all committees and serve as an Ex-officio member of same. All committees shall be subject to confirmation by the Board of Directors.

Section 2. No standing or special committee shall represent the Board in advocacy of, or in opposition to any project without specific authorization of the Board of Directors.

Section 3. The Executive Committee shall cause to be developed and maintained, consistent with Federal and State laws, a Policies and Procedures Manual to further define the duties, authority and powers of Officers, Executive Committee, Directors, standing and special committees, programs and their management, as well as such other actions as may be undertaken by the organization from time to time. All policies and procedures shall be subject to review and approval of the Board prior to inclusion in said Manual.

Section 4. Service Managers, Regional Representatives and other volunteer positions as may be created by the Board will serve without compensation other than reimbursement of actual expenses.

Section 1. Given the geographic dispersal of the membership, regular meetings are impractical. Via the official newsletter of ISWSC, The Circuit, members shall be advised of and encouraged to participate in the programs of the organization. Board meetings shall be conducted in writing and/or by telephone, and the results of decisions affecting the membership shall be published in the newsletter. While every attempt will be made to hold ISWSC meetings during major philatelic events, such meetings shall be primarily for the purpose of meeting and exchanging ideas with other philatelists, and promoting ISWSC. At all meetings, and insofar as is practical, all questions of parliamentary procedure shall be decided according to Robert's Rules of Order, 9th edition or later.

Section 1. All general elections and membership referenda shall be handled by the Elections Chairman, who may not be a candidate for Office or Director. A call for nominations shall be published in the official ISWSC newsletter no later than June of each year. The Election Chairman shall actively pursue the recruitment of candidates making a good faith effort to find at least two members to stand for each of the elected positions. If no nomination for an ISWSC elected position is received by the time a vote for that position is held, the incoming Board of Directors may opt to appoint a member to fill the position until the election the following year. If a candidate(s) comes forward by that time, an election will take place to complete the second year of the two year term. Otherwise the Board may fill the second year of the term again by appointment.

Nominees will be asked to submit a brief article outlining their qualifications and experience regarding the position. These statements shall be published in the official newsletter with the official ballot not later than November 1st of each year. Ballots received by the Election Chairman by December 15th shall be considered eligible votes, or at a later date as deemed necessary by the Executive Committee.

Section 2. One tenth of the membership in good standing shall constitute a quorum for any mail election or referendum. Voting shall be by written ballot and reasonable precautions shall be taken to assure that only one ballot per member is counted. A plurality of those members voting shall be sufficient to elect an Officer or carry any measure, excepting revision or amendments to these ISWSC By-laws.

Section 3. Ballots shall be counted by the Elections Chairman and forwarded to the Secretary for verification of the results which shall be announced in the next newsletter. Elected Officers commence service on January 1 of even numbered years. Elected Directors at-large commence service on January 1 of odd numbered years.

Section 4. Each member in good standing shall be entitled to cast one vote. The Board of Directors may create specific classes of membership which shall have no right to vote.

Section 1. This non-profit corporation shall have perpetual existence, unless sooner dissolved as provided for herein under article XII.

Section 2. The calendar year shall be the fiscal year of ISWSC.

Section 1. Revision and/or amendments to these By-laws may be proposed, in accordance with State and Federal law, by the Board of Directors or a petition of any 10 members in good standing. Upon receipt of such proposal, the Election Chairman shall be selected, if not already chosen, and shall prepare the necessary ballot for publication in the next official ISWSC newsletter. A majority of those voting shall decide the change. In the event that the amendment or revision passes, it shall become effective on the first day of the month following verification and publication of the results.

Section 1. The ISWSC may be dissolved only with the assent given by a majority of members in good standing giving a written vote to so dissolve. Written notice of a proposal to dissolve, and the disposition to be made of the assets, shall be mailed to every member at least sixty (60) days in advance of any action taken.

Section 2. Upon the dissolution of ISWSC, the assets of the corporation, both real and personal, shall be distributed to one or more non-profit, tax-exempt, charitable, organizations serving philately as defined in the Internal Revenue Code of 1986, or in any corresponding provision of a future Internal Revenue regulation and selected by the Board of Directors.

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