SOUTH DAKOTA
COIN AND STAMP ASSOCIATION, INCORPORATED

BY-LAWS


ARTICLE I. MEMBERSHIP

Section 1. Membership in this Corporation shall be open to any person interested in coins, medals, tokens, stamps, or items of similar nature.

Section 2. Applications for Membership shall be made to the Secretary-Treasurer on a form furnished by him and shall state applicant’s name, address, phone number, age and classification as a collector. Each applicant must be recommended by a Regular Member in good standing who personally knows the applicant and vouches for his character.

Section 3. The Membership of this Corporation shall be comprised of three groups, to-wit: Regular, Junior, and Club Members. The control of the Corporation shall be vested in the Regular Members, either Annual or Life, and all corporate Officers shall be elected from this group. All Members under the age of eighteen shall be enrolled as Junior Members. Junior Members shall not have voting privileges at annual or special meetings, nor shall Junior Members be eligible to hold office. Club Members are those organizations who have paid dues to the Corporation, either Annual or Life, to indicate affiliation with the Corporation.  Club Members shall not have voting privileges.

Section 4. Those who become Members, or apply for Membership, in the South Dakota Coin and Stamp Association prior to July 1, 1952 shall be enrolled as Charter Members.

Section 5. All Members of the South Dakota Coin and Stamp Association who have previously been assigned a Membership number shall be enrolled as a Member of this Corporation with the same Membership number. Each new Member hereafter enrolled shall be assigned a Membership number by the Secretary-Treasurer.

ARTICLE II. OFFICERS

Section 1. The Officers of the Corporation shall be a President, a Vice-President, a Secretary-Treasurer, and five Directors. In addition, the immediate Past President shall be an ex-officio Member of the Board of Directors, making in all nine in number.

Section 2. The President shall preside at all annual or special meetings, and shall be a Member ex-official of all committees. The Vice-President shall assume the duties of the President whenever the President is absent.

Section 3. The Secretary-Treasurer shall keep a written record of all transactions, report the minutes, and receive and distribute all monies and funds according to the directions of the Board of Directors.

Section 4. All Officers and Directors shall be elected by a majority of the Members present at the annual meeting. The President, Vice-President, and Secretary-Treasurer shall be elected at each annual meeting for a one-year term. Three Directors shall be elected for a term of two years on each odd-numbered year, and two Directors shall be elected for a two-year term in each even-numbered year. No person shall hold the office of President for more than two years. Any Member of the board absent for 3 meetings, except for illness or storms, will be relieved of their duties and replaced by appointment.

ARTICLE III. FINANCE

Section 1. The revenue of this Corporation shall be derived from dues, assessments, and contributions of its Members, and such other revenue as may be determined by the Board of Directors from time to time.

Section 2. Annual dues and Life Memberships, Member and Club, shall be determined by a majority vote at an annual meeting and changed as necessary. No Membership is refundable.

ARTICLE IV. MEETINGS

Section 1. The annual meeting shall be held during the months of April through September at a time, date, and place to be established by the Board of Directors.

Section 2. Special meetings of the Members may be called by the President or by a majority of the Board of Directors.

Section 3. Written notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose for which the meeting is called, shall be mailed by the Secretary-Treasurer to each enrolled Member not less than ten days before the meeting, by ordinary mail.

Section 4. The annual meeting of the Board of Directors shall be held at such time and place before the annual meeting of the Membership, as the President of the Corporation shall direct.

Section 5. Special meetings of the Offices and the Board of Directors may be called at any time at the request of two or more of such Officers and Directors. When such special meeting is requested, the President or the Secretary-Treasurer shall set a time for such meeting and shall give the Officers and Directors at least ten days notice in writing of the place, time, and day of such special meeting by ordinary mail.

Section 6. A majority of the Officers and Directors shall constitute a quorum at regular or special meetings of the Board of Directors.

Section 7. Sites for annual meetings shall be considered only if an invitation is extended by a collectors club, a responsible dealer, or a group of at least three collectors residing in or near the city where the annual meeting is proposed to be held.

Section 8. Each annual meeting shall consist, in part, of an auction sale for the purchase and sale of coins, stamps, and related items.

Section 9. The host club or group of collectors for each annual meeting shall have the privilege of handling the auction if they wish, and shall inform the Board of Directors of their decision prior to the annual meeting preceding the annual meeting they are to host. If they elect not to handle the auction, the Board of Directors shall select a responsible dealer to do so. Should the dealer require an auctioneer, the Board of Directors reserves the right to select, or approve, the selection of the auctioneer. Each Member with paid up dues may enter ten lots with a minimum value of five-dollars. Commission charged will be five percent for sales and buy-backs, with a maximum charge of two-dollars-and fifty cents on any one lot, whether buying or selling.

Section 10. Auctions of coins and stamps held at the regular meetings, whether such auctions are conducted by a local club or a dealer, shall be conducted only under such rules and regulations as may be agreed upon between the local club and the Board of Directors.

Section 11. The Board of Directors shall secure and purchase such trophies, as the Board may determine, for coin and stamp exhibit awards, and such other awards as may be authorized by the Board of Directors.

ARTICLE V. GENERAL REGULATIONS

Section 1. This Corporation is formed for the mutual benefit of its Members and each Member shall exert every effort to ensure its success by obtaining qualified new Members, and to make every effort to advance the purposes of the Corporation.

Section 2. No Member shall incur any expense in the name of the Corporation except as authorized by the Board of Directors. The President and the Secretary-Treasurer may incur any necessary expense for postage, mailing, and for their necessary supplies and stationery.

Section 3. All Officers, at the expiration of their term of office, shall deliver to their successors all books, papers, monies, or other property of the Corporation in their possession.

Section 4. The South Dakota Coin and Stamp Association, Incorporated, may authorize the publication of an official bulletin of the Corporation, containing news of the Corporation and other items of interest to the Membership. Such publication shall be under the direction and supervision of the Board of Directors.

ARTICLE VI. MEMBERSHIP ACCEPTANCE AND MEMBERSHIP ROLL

Section 1. This Corporation is successor of the South Dakota Coin and Stamp Association, an unincorporated association. The continuing Membership of all Members of said association at the time of incorporation, each in their respective class, is provided for in Article 1 hereof.

Section 2. New Members applying for Membership in the Corporation shall not be Members until elected to Membership by a majority of the Officers and Directors present and voting at any meeting.

Section 3. There shall be no restriction upon qualification for Membership by reason of race, color, religion, national origin, or occupation.

Section 4. The Secretary-Treasurer shall keep and maintain a Membership Roll on which there shall be shown the name, class, and Membership number of each Member.

ARTICLE VII. MEMBERSHIP VOTING RIGHTS

Section 1. Only Regular and Life Members of the Corporation personally present at a meeting of the Membership shall have voting rights in the Corporation, and each such Member shall be entitled to one vote on any matter submitted to a vote. Voting by proxy is prohibited.

ARTICLE VIII. OFFICERS AND BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by its Officers and Board of Directors.

Section 2. Officers as Directors. Each Officer of the Corporation shall also have a standing as a Director, with power to vote as such.

Section 3. Manner of Acting. The act of the majority of the Officers and Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 4. Vacancies. Any vacancy occurring in the office of an Officer or Director may be filled by the affirmative vote of a majority of the remaining Directors and Officers, though less than a quorum. An Officer or Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 5. Presumption of Assent. An Officer or Director present at a meeting at which action on any corporate matter is taken shall be presumed to have assented to such action unless his dissent shall be entered in the minutes of he meeting before adjournment thereof. Such right to dissent shall not apply to an Officer or Director who voted in favor of the action.

Section 6. Compensation. Unless the same is authorized at an annual or special meeting of the Members entitled to vote, no Officer or Director shall be paid expenses of attendance at meeting nor any fixed fee or sum for such attendance.

ARTICLE IX. CONTRACTS, LOANS, CHECKS, AND DEPOSITS.

Section 1. Contracts. The Board of Directors and Officers may authorize any Officer or Officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors and Officers. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and Officers.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE X. WAIVER OF NOTICE

Section 1. Unless otherwise provided by law, whenever any notice is required to be given any Member, Officer, or Director of the Corporation under the provisions of these By-Laws, or under the Articles of Incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent of and to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by the majority vote of Members of the Regular class present at an annual meeting or special meeting called for such purpose or purposes. All alterations, amendments, and new revised By-Laws shall first be presented to the Officers and Directors in writing for approval, and after approval by them shall be presented at the next ensuing meeting of the Regular Members for vote thereon.