BYLAWS OF THE OTTOMAN & NEAR EAST PHILATELIC SOCIETY
ARTICLE 1: THE NAME OF THE SOCIETY
The name of this society is The Ottoman & Near East Philatelic Society (ONEPS).
ARTICLE 2: THE NATURE AND OBJECTIVES OF THE SOCIETY
2.1 ONEPS is a non-profit, voluntary, service organization with the following objectives:
2.1.1 promotion of the collection, preservation, and exhibition of the postage stamps, revenue stamps, postal stationery, postal covers, and other related material of the Ottoman Empire and its successor states;
2.1.2 research into the postal history of this material and its historical, political, legal, and social background and significance;
2.1.3 education of members concerning this corpus of material; and
2.1.4 facilitation of communication among its members.
2.2 To these ends, ONEPS will carry out such activities as publishing a journal, maintaining a website, providing a membership directory and an online meeting place, and arranging face-to-face meetings of members at philatelic expositions.
ARTICLE 3: THE MEMBERS
3.1 Membership is obtained upon application and subject to the payment of society dues or some other membership arrangement.
3.2 No member in good standing may be deprived of membership, or have membership suspended, except by unanimous vote of the Board of Directors and by full refund of the member’s current-period dues as paid.
ARTICLE 4: GOVERNANCE AND OPERATION
4.1 The Members of ONEPS entrust and delegate the governance and operation of the Society to a board of elected or appointed tempore directors. Those directors are answerable for their stewardship of the Society on behalf of the Members at each Annual General Meeting.
4.2 THE BOARD OF DIRECTORS
4.2.1 The Board of Directors is responsible for guiding the Society in accordance with these Bylaws and the will of the Members.
4.2.2 The Board of Directors consists of a President, a Vice-President, a Treasurer , and a Secretary.
4.2.3 If circumstances require, one person may fulfill multiple of these offices.
4.2.4 If any office becomes vacant, the remaining officers of the Board can — by unanimous consent — appoint an acting replacement to fill in until the Members’ choice can be determined at the next AGM .
4.2.5 Any officer can be removed from office at any time by written petition from a simple majority of the Members.
4.2.6 A meeting of the Board can be called by the President or by any two other persons serving on the Board.
4.2.7 A meeting quorum of the Board is three persons, except in the situation where the four officer positions are being temporarily filled by only two persons. In this case, the quorum is two persons.
4.2.8 Unless specifically noted elsewhere in these Bylaws, decisions of the Board are made by a majority vote of the persons serving on the Board.
4.2.9 The Board may apply the Society’s funds to support the objectives listed in Article 2.2. In addition, the Board may pay for advertising, mailing lists, distribution of complimentary copies of the journal, honorary memberships and awards, and related efforts to increase membership.
4.2.10 Members of the Board may receive reimbursement for expenses incurred on behalf of the Society, subject to the approval of The President and the Treasurer.
4.2.11 The reporting period (or ‘year’) for stewardship purposes is the time between one Annual General Meeting and the next.
ARTICLE 5: THE OFFICERS AND THEIR DUTIES
5.1 THE PRESIDENT
5.1.1 The President is the supervisory officer ultimately responsible to the Members for the continued well-being of the society.
5.1.2 With the approval of the full Board, the President executes all legal contracts on behalf of the Society, The President will also be a joint signatory on the Society’s bank account (v. Article 5.3.2).
5.1.3 The President presides over all meetings of the Board and all General and Special Meetings of the Members (Articles 8 and 9), and circulates detailed agenda in advance of these meetings.
5.1.4 The President prepares an annual stewardship report to Members concerning the past year’s operation and achievements of the Society, together with her/his vision for the Society’s future initiatives. The Secretary circulates this report to all Members in advance of the Annual General Meeting for acceptance and approval at that meeting.
5.1.5 The President is also primarily responsible for promoting and advertising the society to the wider philatelic world.
5.2 THE VICE PRESIDENT
The Vice President also acts in a supervisory capacity, and remains up-to-date on all affairs of the society, so that s/he can substitute temporarily for the President on any occasion, for whatever purpose, and for whatever period, that the President is not available, or until a new President is elected by the Members.
5.3 THE TREASURER
5.3.1 The Treasurer is responsible for all financial aspects of the Society’s administration, including recording all revenues, debts, and expenses, and safeguarding all assets.
5.3.2 To this end, the Treasurer is authorized to open and maintain a joint bank account with the President on behalf of the Members, and to sign checks drawn on that bank account.
5.3.3 The Treasurer prepares an annual financial report and circulates it to the Members in advance of each Annual General Meeting for approval by the Members at that meeting.
5.3.4 The Treasurer recommends to the Board any advisable change in membership dues, and the Board makes its recommendation to the Members for approval at the Annual General Meeting.
5.3.5 Annually, the Treasurer sends out a notice to all Members when dues are payable for a new period, and follows up with Members who do not remit payment within a reasonable time.
5.3.6 When it becomes evident that certain members do not wish any longer to be paying members, the Treasurer brings these names to the attention of the President, and the President and Treasurer together decide which Members to deactivate from membership.
5.4 THE SECRETARY
5.4.1 The Secretary is responsible for maintaining accurate and complete membership records.
5.4.2 The Secretary is also responsible for drafting and circulating minutes of Board meetings and of the Annual and Special General Meetings of the Members (Articles 8 and 9).
5.4.2.2 Minutes of a past AGM are circulated by the Secretary to the Members in advance of the Annual General Meeting, for their approval at the meeting.
5.4.3 The Secretary is also responsible for presenting a membership report at each Annual General Meeting, addressing the continuity in raw member numbers from one year to the next,
5.4.4 The Secretary is also responsible for preparing and sending all general communications to the Members.
ARTICLE 6: APPOINTED POSITIONS
6.1 The Board can seek out and appoint qualified persons to provide assistance as needed, for example, (a) the ONEPS journal Editor and (b) assistance with supporting ONEPS’ online platforms.
6.2 These qualified people may be volunteers or parties partially reimbursed for their time to the extent that ONEPS’ financial condition allows.
6.3 Journal Editor
6.3.1 The editor should be a seasoned collector of philatelic material within the Society’s areas of interest and with reading competency in more than one of the languages most useful for the study of Ottoman philately.
6.3.2 The editor should have experience with online editing and publishing software, or be willing to become competent in desktop publishing.
6.3.3 The editor is responsible for soliciting manuscripts, producing, printing, and mailing the Journal.
6.3.4 When the post of Editor falls vacant for any reason, the Board issues a Call for Candidates, accompanied by a job description. The Board reviews candidates and makes the final selection.
6.3.5 Splitting the work of the editorship is possible when the Board appoints an Assistant Editor.
6.4 IT Consultant
6.4.1 Since ONEPS is primarily an online organization, the quality and maintenance of its online platforms are essential. Its online platforms include a membership database, a website, and a group page on social media.
6.4.2 The IT consultant must be reasonably expert in database management, website creation, and social media promotion.
ARTICLE 7: ELECTIONS AND OTHER VOTES
7.1 Election materials and ballots are delivered by and are returned to the Secretary.
7.2 The Election of Officers
7.2.1 Officer elections are held in advance of each Annual General Meeting of the Members , so that the results can be announced at the meeting.
7.2.1 For each election, the Secretary sends out a membership-wide call for nominations. Any Member may nominate any member for any position, even oneself.
7.2.2 The President ascertains whether or not nominated members are willing to serve.
7.2.3 Members who accept nominations submit a short candidate statement (no more than 750 words) to the Secretary. Such statements are required because ONEPS Members around the world have generally met very few other Members in person.
7.2.4 The Secretary circulates the candidate statements and a ballot to all Members.
7.2. 5 The Secretary sets a cut-off date for return receipt of all ballots one (1) week before the date of the Annual General Meeting.
7.2.6 If no nominations are received for an open office, the ballot for that office bears the incumbent’s name, if the incumbent is willing to run for re-election. Otherwise the Board members will canvass likely candidates among the membership until a replacement is found.
7.3 Other Votes. ONEPS can conduct votes for reasons other than the election of officers. Such votes are arranged by the Secretary who prepares and distributes ballots to Members
ARTICLE 8: ANNUAL GENERAL MEETING (AGM)
8.1 An online General Meeting of the Members (“AGM”) is held each year to receive the reports of the President, the Treasurer, and the Secretary, to approve the officers’ stewardship of the Society since the prior meeting, and to receive the results of all elections and other votes.
8.2 The President, in consultation with the other members of the Board , sets the day and time of the meeting.
8.3 The Secretary sends out notice of the AGM at least three (3) weeks in advance of the date set for the AGM, along with the President’s agenda of the and the stewardship reports of the President, the Treasurer, and the Secretary
8.4 There is no set quorum for any AGM; the meeting proceeds with however many Members sign in and identify themselves, and provided that either the President or Vice-President is participating.
8.5 The agenda of the meeting, as prepared by the President, will include (a) a call for any possible corrections to the minutes of the prior AGM and their acceptance; (b) a discussion of the individual reports submitted by the President, the Treasurer, and the Secretary; (c) the call of the vote of confidence in these officers’ stewardship of the Society over the past year; (d) the announcement of the results of elections and other votes; and (e) the discussion of any other business which the Members or Officers wish to raise.
8.6 Any newly elected officer or officers take up duty at the conclusion of the meeting.
8.7 Proposals for votes on any issues raised in the course of the AGM must be referred to a full vote of all the Members, and not taken merely by a vote of the members present at the AGM.
8.8 Within a week of the AGM, the Secretary will arrange that the new minutes and the Officers’ reports are published on the Society’s website.
ARTICLE 9: SPECIAL MEETINGS OF THE MEMBERS
9.1 The Board may call a special meeting of the Members whenever it considers that an urgent and significant issue has arisen and needs Members’ attention without waiting for the next AGM.
9.2 The same requirements of notice and voting pertain to a Special Meeting as to a regular Annual General Meeting.
ARTICLE 10: AMENDING THE BYLAWS
10.1. Any Member (including Board members) may communicate in writing to the Board of Directors a specific and reasoned proposal for an amendment to these Bylaws.
10.2 The Board will review any such proposal, and vote on whether or not to recommend the amendment to the Members.
10.3 In any case, reasoned arguments both pro and con for the amendment will be put to a vote of all Members and any proposal garnering a majority of the votes cast will be adopted immediately and published online at the Society’s website.
ARTICLE 11: DISSOLUTION OF THE SOCIETY
The Board may someday make a determination that ONEPS — for whatever reason — is no longer viable as a society. In this case, the Board shall circulate to all Members for a vote a statement explaining the factors that seem to require dissolution, the consequences of remaining in operation, and the steps to be taken for dissolution (including a proposal for the settlement of any Society assets and liabilities). The decision of the majority submitting votes will be final, and will be notified by the Secretary to all Members.
ARTICLE 12: PUBLICATION OF THESE BYLAWS
A copy of these Bylaws, as amended from time to time, will be made available to all Members on the Society’s website.
