Constitution and By-Laws
Draft for discussion and approval - October 2019
Section 1: This organization shall be known as the Liberty Seated Collectors Club.
Section 2: The club is a non-profit organization whose objective is contained in the following pledge: to encourage, promote and dispense numismatic knowledge of Liberty Seated coins; to cultivate fraternal relations among its members and all those interested in the science of numismatics. The club shall hold its Annual Meeting at the summer convention of the American Numismatic Association (ANA) and publish a club journal containing research articles on Liberty Seated coinage struck at the United States Mint from 1836 to 1891.
Comment: There are no changes to Article 1.
Section 1: There shall be four (4) club officers, the President, Vice-President, Treasurer, and Secretary.
Section 2: The Board of Directors shall consist of the four (4) club officers and four (4) to six (6) additional members appointed as provided in Section 6 of this Article.
Section 3: Any member in good standing who is at least 18 years of at the time he/she begins service shall be eligible to hold office or be a member of the Board of Directors.
Section 4: All club officers shall be elected by ballot distributed to all members no later than November 15th of each even-numbered year with all ballots received by December 15th of that same year being counted. Candidates shall be listed on the ballot by nomination from the Board of Directors or by self-nomination. The Board of Directors shall ensure that reasonable notice and opportunity is provided for any member to become a candidate for office. The term of office of the officers shall begin on January 1st of the year following their election and shall extend for two (2) years.
Section 5: If the President resigns during his/her term or otherwise becomes ineligible to serve, the Vice-President shall become President for the remainder of the term. If a similar vacancy occurs during the term of either of the other officers, the President shall appoint a successor for the remainder of the term.
Section 6: The additional members of the Board of Directors shall be appointed by the President with the concurrence of at least one (1) of the other officers for a two-year term that coincides with the term of the club officers. In the event of a vacancy during term among the appointed members of the Board of Directors which brings the number of appointed members of the Board of Directors to less than four (4), a successor shall be appointed in the same manner for the remainder of the term; otherwise such appointment shall be optional.
Comments: The Secretary-Treasurer position is split into two positions in order to more evenly divide the current workload, which has grown with the size of the club.
The term “Board of Governors” is changed to the more common corporate term “Board of Directors,” and this change is carried throughout the document. Section 2 institutionalized the current practice of having more people than just the officers on the Board and provides for a variable number of 4-6 Board members in addition to the officers.
Section 4 provides considerably more detail on the timing and process for Club officer elections. This section also gives us the opportunity to formally approve the change from one-year to two-year terms, which is contained in current language but was not formally approved.
Section 5 is new language providing for transition in the event of an officer vacancy. Section 6 is new language providing for the method of appointment of the additional Board members who are not officers.
Section 1: Any individual having a serious interest in Liberty Seated coinage is eligible for club membership, provided that he or she is otherwise acceptable according to the By-Laws of the Club.
Comment: To encourage the next generation this draft allows for membership at any age, rather than requiring age of 18 or over, as in current language. Adult status remains required to be an officer or member of the Board.
Section 1: Amendments to this Constitution and its By-Laws may be proposed by a vote of a majority of the Board of Directors or by submission in writing to the Board of Directors of a petition containing the proposed amendment that is sponsored by at least five (5) current members of the Liberty Seated Collectors Club.
Section 2: Promptly, following receipt of a petition for amendment, the Board of Directors may recommend revisions to the proposed amendment language to the petitioners, which the petitioners may accept or reject at their option.
Section 3: The Board of Directors shall submit any properly proposed amendment to this Constitution and By-Laws to a vote of the full, current membership of the Liberty Seated Collectors Club as soon as is practical after it is received. The letter to the membership shall be in writing and shall contain the full text of the proposed amendment(s). The letter presenting the proposed amendment shall set a closing date for all ballots to be received, which shall be not less than thirty (30) days nor more than sixty (60) days after the letter is sent. The closing date for receiving ballots may be extended only if insufficient returns are received to achieve a quorum, and in such case, may only be extended once to a new date not more than thirty (30) days after the original date.
Section 4: The Board of Directors may send the letter presenting a proposed amendment to be voted upon in electronic format to those members for whom email addresses are available, provided that a diligent effort is made to ensure that all members receive a ballot.
Section 5: Twenty percent (20%) of the current membership of the Liberty Seated Collectors Club shall constitute a quorum for a vote on a proposed amendment to the Constitution and By-Laws. Any proposed amendment that is submitted to the full membership as provided above shall be deemed approved only if it receives an affirmative vote of at least two-thirds (2/3) of those voting on the question, provided that the total number of ballots returned meets or exceeds the quorum amount.
Comment: There are only two substantive changes to this article. The language allowing presentation of a proposed amendment though the Gobrecht Journal is removed. For practicality, the quorum is reduced from 25% to 20%.
Section 1: The Liberty Seated Collectors Club may be dissolved by vote of the membership. The resolution to dissolve shall be proposed in the same way and for passage shall require the same process and vote result as for an amendment to the Constitution and By-Laws as provided in Article IV of this Constitution.
Section 2: Upon dissolution of the Liberty Seated Collectors Club, any cash or property owned by the Club after all bills have been paid shall be donated to the American Numismatic Association or another non-profit numismatic association. The resolution to dissolve shall provide for the disposition of the Club’s assets, consistent with this section.
Comment: This article defines the process for dissolution of the Liberty Seated Collectors Club and provides an alternative, should transfer of remaining assets to the American Numismatic Association not be possible or not preferred.
Section 1: The PRESIDENT shall preside at all meetings of the club and the Board of Directors, shall provide general direction for club activities, and shall ensure that the decisions of the club and the Board of Directors are properly executed. The President, in co-operation with the other officers, as provided above, shall appoint the additional members who serve on the Board of Directors in addition to the officers, as provided in Article II, Section 6 of the Constitution.
Section 2: The VICE-PRESIDENT shall perform any of the duties of the President in the absence or at the request of the President and shall assist in the appointment of members of the Board of Directors. The Vice-President may also lead special projects at the request of the President.
Section 3: The TREASURER shall be the custodian of the club funds and collect the annual dues for the club. He/she shall keep a detailed record of all receipts and expenses and shall make a detailed report to the President for distribution to the membership at the end of each calendar year and after the middle of each calendar year. Such reports shall be sent to the President no later than thirty (30) days after the end of the reporting period. The Treasurer shall make no payments except those covered in the approved budget for the club, unless approved in advance by the Board of Directors. All disbursements made by check shall bear the signature of the Treasurer. All money shall be deposited in a bank or other investment vehicle approved by the Board of Directors. Treasurer shall prepare all required tax filings for the President’s signature. The Treasurer shall also assist in the appointment of members of the Board of Directors.
Section 4: The SECRETARY shall also keep all official club documents, including but not limited to the current version of the Constitution and By-Laws, tax filings, and incorporation papers. The Secretary shall also ensure that the minutes of the Annual Meeting and the Board of Directors are kept and recorded. The Secretary will manage the membership list. The Secretary shall also assist in the appointment of members of the Board of Directors.
Section 5: The ADDITIONAL MEMBERS of the Board of Directors shall participate in the meetings of the Board of Directors, vote on the questions put before them, and assist the club officers in providing general direction for the club.
Comments: Responsibilities related to appointment of the additional members of the Board of Directors are added to the responsibilities of each of the officers. References to duties relating to editing the Journal are deleted to allow this responsibility to be delegated, as is current practice.
The timing of reports from the Treasurer is revised to reflect current practice. Language about keeping official documents is added, including the possible future use of incorporation documents. The sentence, “The accounts payable should be covered by receipt” is deleted. This is not our practice. The cancelled checks plus authorization by the Board of Directors, when needed, and recorded in the minutes provides documentation of expenditures.
The former position of Secretary-Treasurer is split into separate officers, Treasurer and Secretary. This reflects the increase workload of the position given the growth of the club since inception.
Finally, a new section is added to cover the duties of the appointed members of the Board of Directors.
Section 1: The Annual Meeting of the club shall be held each summer at the ANA Convention. Twenty (20) members shall constitute a quorum. At its Annual Meeting, the club shall conduct such business that is required to provide general direction for the club’s activities during the coming year, including but not limited to presentation of a report from the President on prior year activities, presentation of a financial report by the Treasurer, and approval of the budget for the coming year. All formal actions at the Annual Meeting shall be taken by resolution approved by a majority of those voting, with a quorum present, and shall be recorded in the minutes of the meeting.
Section 2: The Board of Directors shall meet in person or by conference call monthly or as needed at the discretion of the President; however, at there shall be at least one such meeting every calendar quarter. The Board of Directors may approve any action necessary or desirable for the general direction of the club that is consistent with the Constitution and By-Laws of the club and the actions approved at prior Annual Meetings. A quorum for meetings of the Board of Directors shall be a majority of its members. All formal actions of the Board of Directors shall be taken by motion approved by majority vote with a quorum participating and shall be recorded in the minutes of the meeting.
When there is urgent necessity, the Board of Directors may also take action between meetings by email. Upon request of any member of the Board, the President shall submit a motion to the Board for approval, provided that the proposed action is consistent with the authority granted to the Board in these By-Laws. The motion shall be deemed approved if properly made and approved by a majority of all members of the Board. The motion made and the results of the vote on the motion shall be reported in the minutes of the next meeting of the Board.
Comments: The existing language provides that Club business may only take place at the Annual Meeting. The new language gives highest authority to actions taken at the Annual Meeting, consistent with the Constitution & By-Laws but also allows the Board of Directors to transact business on behalf of the Club between Annual Meetings. This is a much better structure for an organization of our size and complexity.
The proposed language provides that the Board of Directors shall meet monthly or as needed at the call of the President but shall have at least one meeting per calendar quarter. A process is provided by which the Board of Directors may vote on motions by email between meetings, as is current practice.
Section 1: The official publication of the club shall be known as the Gobrecht Journal.
Section 2: The Gobrecht Journal shall be published on a planned schedule for each year, as determined at the prior year’s Annual Meeting or by the Board of Directors.
Section 3: The Gobrecht Journal will public articles on topics related to Liberty Seated coinage. The Editor of the journal will have the final authority on whether a particular article meets the educational objectives of the journal and should be accepted for publication.
Section 4: Articles published in the journal will be contributions submitted to the Editor. No payments shall be made to the authors for submitted articles.
Section 5: Advertisements may be accepted for publication in the journal. The cost of advertising and other policies regarding advertising shall be determined at the Annual Meeting or by the Board of Directors.
Comment: Revised Section 2 allows the publication schedule for the Gobrecht Journal to be determined either at the Annual Meeting or by the Board of Directors. Revised Section 5 presents much more flexible language on advertising in the journal, saying only that advertising may be accepted, with policies regarding advertising determined at the Annual Meeting or by the Board of Directors.
Section 1: Liberty Seated Collectors Club Hall of Fame
A. The Liberty Seated Collectors Club shall maintain a Hall of Fame and shall conduct a process annually to consider members for inclusion in the Hall of Fame.
B. The Board of Directors shall approve and may revise as needed a process for creating a Selection Committee each year to consider members for possible inclusion in the Hall of Fame.
C. To be eligible for the Hall of Fame, a person shall have been a club member for at least ten (10) years and shall have made contributions worthy of recommendation including one or more of the following:
1. Significant advances in numismatic research on Liberty Seated coinage;
2. Significant advances in numismatic literature on Liberty Seated coinage;
3. Building of a significant collection of Liberty Seated coinage; and
4. Significant service as a Liberty Seated Collectors Club officer for at least five (5) years.
D. The membership requirements may be waived for individuals deceased prior to the formation of the Liberty Seated Collectors Club.
E. Persons elected to the Hall of Fame shall be announced and honored at the Annual Meeting of the Liberty Seated Collectors Club.
Section 2: The Club may, through normal procedures at the Annual Meeting or by the Board of Directors, establish other awards to recognize significant accomplishments by club members and may implement appropriate processes to select and recognize recipients.
Comment:: The proposed revision adds new language providing for the Liberty Seated Collectors Club Hall of Fame and outlining the selection process. Specific reference to the Ahwash Literary Award is deleted; however, new language is added allowing the Club to establish any other awards in addition to election to the Hall of Fame through its normal process of business.
Section 1: Applications for membership shall be made in writing to the Secretary-Treasurer on the prescribed application form with payment enclosed for dues for at least one (1) year or the remainder of the current year.
Section 2: Membership may be denied to any individual who has in the past displayed conduct detrimental to the Liberty Seated Collectors Club or the hobby/coin industry, is a convicted felon, or has a history of questionable hobby/coin industry conduct. A felony record shall not be automatically disqualifying; rather, the Board of Directors shall decide based on the individual circumstances. Membership once granted may be rescinded if judged to be in error or based on new information.
Section 3: Club members may be dismissed from club membership for illegal numismatic activity, such as knowingly selling stolen, altered, or counterfeit coins, or for any other behavior or pattern of activity that is severely detrimental to the best interests of the Club.
Section 4: A complaint against any club member by another club member or any other person must be made in writing to the Board of Directors. The Board shall request a written statement from the defendant and then shall render a judgment in writing on the complaint.
Section 5: In all cases, membership decisions rest with the Board of Directors.
Comment: The proposed revision provides more detailed language specifying the process for denying or revoking membership based on detrimental conduct or illegal activity. A slightly revised version of the provisions on suspension of membership from existing Article VII is incorporated into this article.
Section 1: Annual dues shall be set at the Annual Meeting or by the Board of Directors, as provided in Article II of these By-Laws. The dues structure may provide options for payment of dues for multiple years. All dues payments shall be set to expire at the end of a calendar year. Options may be provided for payment of a lower amount to cover the remainder of the first year when a member joins the club in the middle of a year. Any revision of the annual dues that is approved by the Board of Directors between the Annual Meeting and the end of the same calendar year may not become effective during the calendar year immediately following such action.
Section 2: The President and the Secretary, with the assistance of the Board of Directors, shall ensure that an effective process is carried out to notify members in a timely fashion as their time for dues renewal approaches.
Section 3: The club, through its regular processes for action provided for in these By-Laws, shall establish consistently applied policies regarding removal from membership when dues are not paid within a reasonable time following expiration and for reinstatement of membership.
Comments: Consistent with the remainder of the document, the dues structure may be modified either at the Annual Meeting or by the Board of Directors. Following current practice, the proposed language requires annual dues on a calendar year basis. Permissive language is provided to allow for multi-year or partial year payments.
The proposed provisions for notice regarding renewal and removal from membership for non-payment of dues are more flexible than the current language, requiring the officers and the Board to provide proper notice for renewal and requiring the Club to establish consistent practices for removal from membership when dues are not paid.
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