IOWA NUMISMATIC ASSOCIATION
ARTICLES OF INCORPORATION AND BY_LAWS
Brought up to date May 2019
IOWA NUMISMATIC ASSOCIATION
ARTICLES OF INCORPORATION OF THE IOWA NUMISMATIC ASSOCIATION
(Not for Pecuniary Profit)
We, whose names are hereunto subscribed, do hereby certify that we have associated ourselves together as a body corporate, not for pecuniary profit, under Chapter Two, Title Nine, of the Code of Iowa, and the laws amendatory thereto, and have adopted for ourselves, our association and successors, the following Articles of Incorporation:
The name of this corporation shall be "Iowa Numismatic Association." Its principal place of business shall be at Des Moines, Iowa.
The Iowa Numismatic Association is an educational organization dedicated to educating, encouraging and to promote the science of numismatics. We share knowledge among coin collectors and students; to encourage and assist new collectors; to foster the interest of youth in the subject; to stimulate and advance affiliations between our association and kindred organizations in the United States and to represent numismatic interests throughout the State of Iowa.
The Iowa Numismatic Association helps all people discover and explore the world of money through its programs including its education, publications, conventions and seminars.
Section 1. Any person interested in Numismatics, over eighteen years of age, and of good moral character, may become a member upon recommendation of the membership committee.
Section 2. Any person who has rendered a significant service to the science of numismatics may be elected by the Association to honorary membership, by unanimous vote of all members present at any regular meeting.
Section 3. Any person under the age of 18 years and sponsored by a Senior Iowa Numismatic Association member may be considered for Junior membership.
Section 1. The elective officers of this Association shall be a President, a First and a Second Vice-President, and a Secretary-Treasurer. All officers shall be elected at the first regular meeting of the calendar year and shall hold office until their successors are elected and Qualify.
Section 2. The president shall preside at all meetings, and in his absence this duty shall fall on the other officers in the order named in Section 1 hereof.
Section 3. The appointive officer of this Association shall be a Historian, appointed by the President with the approval of the Board of Directors, who shall act also in the capacity of Curator.
Initiation and Dues
Annual dues shall be fixed by the Board of Directors and shall be paid at time of making application for membership. Members admitted during the first six months of the year shall pay full amount of the yearly dues. Members admitted during the last six months shall pay an amount equal to one-half the Annual dues for the remainder of the year. Annual dues shall be due and payable January 1st of each year, and delinquent May 1st.
Any member who may not be in good standing shall be ineligible for any office. Any officer related or a direct business partner of another officer up for election cannot participate in the vote electing them.
Title to Property
All conveyance of real or personal property made to this Association shall be taken in its corporate name, and any property of the Association may be sold and conveyed by the Board of Directors only when they shall be authorized by a majority of the members present at a regular or special meeting. All such instruments, in writing, authorized by the Association, shall be signed in its corporate name by the President, if available, otherwise by the First or Second Vice-President, and attested by the Secretary-Treasurer. If the disbandment of the INA is to take place, the INA assets shall be donated to the State Historical Museum of Iowa located at 600 E Locust St. Des Moines, Iowa 50319.
Board of Directors
The Board of Directors shall consist of the four elective officers, the immediate predecessor of the President, and eleven others. Officers and Directors shall serve two years, or until their successors are elected qualify.
Section 1. Regular meetings of the Association shall be held in early Spring and September or October of each year, on such dates and at such places as the Board of Directors shall select.
Section 2. Special meetings may be called at any time by the President or Board of Directors upon giving not less than two weeks notice, in writing, to each member, mailed to his last known address, stating the purpose, place, and date of such meeting; and no business shall be transacted other than that named in such notice.
The President and Board of Directors shall have the power to appoint such committees as may be designated in the By-laws of the Association.
The private property of the members of this corporation shall not be liable for corporate debts.
Rights and Powers
This Association reserves to itself all the rights, powers, privileges, and immunities which now exist or which may later be created by law, applying to associations of a similar character, and may adopt such By-laws as may be deemed necessary.
All proposed amendments to these Articles of Incorporation shall take the following course: after having been submitted in writing to the Committee on By-laws for review, they shall be presented at a regular meeting, and, if approved by not less than a two-thirds majority vote, shall be deferred for final action at the next regular meeting, when a majority vote shall be sufficient to adopt.
BY-LAWS OF THE IOWA NUMISMATIC ASSOCIATION
Scope of the By-laws
It is intended that all powers of the Iowa Numismatic Association, conferred upon it by virtue of its incorporation, shall be executed in accordance with the provisions of these By-laws; and that admission to membership in the Association, the rights and obligations of members, and tenure of membership shall be subject to and dependent upon the provisions herein and the exercise of the authority herein conferred.
Section 1. Qualifications. Any person of good moral character, having attained the age of eighteen years and being interested in Numismatics, may become a member of the Iowa Numismatic Association, subject to the provisions of this Article.
Section 2. Application for Membership. Application for membership in the Association shall be made to the Secretary-Treasurer in writing and in such form and under such conditions as the Board of Directors shall from time to time prescribe. Any person under the age of 18 years and sponsored by a Senior Iowa Numismatic Association member may be considered for Junior membership. Junior members may not hold office or vote. The names and addresses of club members are to remain secret and will not be published in any way without their express written permission.
Section 3. Annual Dues. The amount of the annual dues shall be fixed by the Board of Directors, and shall be due on January 1st of each year and considered delinquent if not paid on or before May 1st. The membership year shall coincide with the calendar year. Members admitted during the first six months of the year shall pay full annual dues, but those admitted during the last six months of the year shall pay only one-half of the annual rate for the remainder of such year.
Applications for membership shall be accompanied by advance payment of dues, the amount of which shall be in conformity with the provisions of the foregoing paragraph. Should any application be declined, such payment shall be promptly returned to the applicant by the Secretary-Treasurer.
Section 4. Good Standing. A member in "good standing," within the meaning of the term as used herein, is one who is not delinquent in the payment of dues or of any other indebtedness to the Association, and against whom no charges have been preferred and sustained; provided that, if such charges have been sustained and the penalty of suspension as hereinafter provided shall have been exacted,, such member shall be regarded as having been restored to good standing.
Section 5. Delinquent Dues and Other Indebtedness. In event a member's dues shall become delinquent and are not paid within ninety days thereafter, the Secretary-Treasurer shall so notify the Board of Directors, who may then declare such membership terminated forthwith.
Similar action may be taken in the case of other indebtedness to the association, the due date of which, in the absence of other provisions, shall be fixed by the Board of Directors; but such termination of membership shall not affect the validity of the claim for the amount due.
Section 6. Resignations. If a member wishes to resign, he shall submit his resignation to the Secretary-Treasurer, and the same shall become effective as of the date received, provided such member is in good standing and no charges pending or are preferred within thirty days thereafter; otherwise, termination of membership shall be governed by such provisions of Sections 5 and 9 of this Article as may apply thereto.
Section 7. Reinstatement. A former member may make application for reinstatement at any time within two years from the date of termination of his membership. All applications for reinstatement shall be subject to the approval of the Board of Directors, and the payment of dues for the current membership year, and of any existing indebtedness to the Association.
Section 8. Honorary Members. No dues shall be charged Honorary members elected in accordance with the provisions of Section 2 of Article III of the Articles of Incorporation.
Section 9. Grievances.
a. Charges: Any member in good standing may prefer charges of conduct unbecoming a member against any other member, but such charges must be supported by evidence which, in the opinion of the Board of Directors, to whom the case shall be submitted, justifies investigation; otherwise they may dismiss the complaint. All charges must be written and he specific in their terms.
b. Hearings: Upon the receipt of such written charges, the Board shall cause to be sent a copy of the same to the accused, by registered mail, to his last known address, with notice as to place and date of a hearing, which shall he held not less than fifteen days subsequent to the date of such notice. The accused may appear in person, or be represented by counsel, or may make his answer by written communication. Both the accused and the member who filed the charges may call in witnesses. Should the accused, after receiving said notice, ignore the charges, making no answer whatsoever, the Board may nevertheless consider the case on its merits from the evidence submitted, and render such verdict as seems to it justified.
c. Penalties: If, in the judgment of the Board, the charges have been sustained, they may penalize the accused by suspension for a period by them determined, or by expulsion, giving the indiviual written notice of their decision promptly thereafter.
d. Appeal: A member found guilty as charged may, at any time within fifteen days thereafter, file with the Board a written notice of appeal, which, with full information as to charges, evidence, and answer, shall be presented for final decision to the membership in attendance at the next regular meeting of the Association. A majority vote of not less than two-thirds shall be necessary to sustain the decision of the Board.
e. A full and complete record of the charges, evidence, answer, decision of the Board, and appeal, if any, shall be made and preserved by the Secretary-Treasurer. No resignation by a member while under such charges shall be considered. In the absence of appeal, the verdict of the Board shall be considered final, and binding upon all parties at interest.
Section 1. The meetings of the Association shall be regular and special.
a. Regular meetings of the Iowa Numismatic Association shall be held in September or October of each year, on such days and at such places as may be selected by the Board of Directors.
b. Special meetings may be called by the President or Board of Directors upon giving each member not less than two weeks written notice, mailed to his last known address, stating the place, date, and purpose of such meeting. No business shall be transacted other than that specified in such notice.
Section 2. Quorum. A quorum necessary for the transaction of any and all business of the Association shall consist of not less than five members then in good standing, who are residents of at least three different counties.
Section 3. Who may vote. Only members in good standing, as defined in Section 4 of Article II, shall be entitled to vote.
Section 4. Reports. All reports of officers and committees presented at any meeting of the Association shall be in writing, and later filed with the Secretary-Treasurer.
Section 5. Order of Business. The order of business at the regular meetings shall be as follows:
1. Call to order
2. Reading of the minutes of last regular and all intervening special meetings
3. Reports of officers
4. Reports of committees
6. Unfinished business
7. New business
3. Announcement of election returns
Section 6. All parliamentary questions shall be decided according to Roberts Rules of Order.
Officers, Directors and Committees
Section 1. Officers. The officers of the Association shall be elective and appointive.
a. The elective officers shall be President, a First Vice-President, Second Vice-President and a Secretary-Treasurer. The above named officers shall serve for a two year term, or until their successors are elected and qualify. A majority vote shall be sufficient to elect.
b. The appointive officer shall be a Historian, to be appointed by the President with the approval of the Board of Directors, and to serve for two years or until his successor has been appointed.
Section 2. Directors. The Board of Directors shall consist of sixteen members, including the President, the First and Second Vice-Presidents, the Secretary-Treasurer, the immediate predecessor of the President, and eleven Directors. The Directors and Officers shall be elected by official mail ballot as follows: Eleven Directors and four Officers shall be elected from the list of nominees from the eight INA Districts, as now constituted, and three at large. No district may elect less than one, if nominated, or more than three. The nominees will be divided by districts, according to residency, and those receiving the highest number of votes will be elected. The President shall call for nominations four months before the date of the annual meeting. Any member in good standing may be nominated by a fellow member, and such nominations should be sent to the Second Vice-President. Nominations will be open for a period of forty-five to sixty days, as set by the President. When nominations close, the complete list of nominees will he given to the Secretary, who shall have printed serial-numbered ballots prepared and mail same to the membership thirty days before the annual meeting. Only these official ballots will be accepted in voting. All ballots received must be kept by the election committee for a period of sixty days following the annual meeting.
Section 3. Vacancies.
a. Should a vacancy occur in the office of President, it shall be filled for the unexpired term by the First Vice-President if available, otherwise by the Second Vice-President. If such a vacancy occurs in any office other than that of President, it shall be filled for the unexpired term by appointment by the Board of Directors.
b. In event of a vacancy in any appointive office, or in any committee, the President shall appoint a successor for the unexpired term.
c. In event of a vacancy in the Board of Directors, the remaining members of the Board may fill such vacancy by appointment for the remainder of the current term.
Section 4. Who are Ineligible. Any member who may not be in good standing as defined in Section 4 of Article II shall be ineligible for any office. An official found guilty of conduct unbecoming a member, under the provisions of Section 8 of Article II, shall thereupon forfeit his office, and the vacancy shall he filled as provided in Section 3 of this Article.
Section 5. Committees.
a. At or closely following the regular meeting the President shall appoint the following standing committees to serve for one year:
1. On Membership (limited to five)
2. On Grievances (limited to three)
3. On By-laws
4. On Resolutions
5. On Sales
6. On Publicity
Their duties shall be those usually appertaining to such committees; the Committee on Grievances shall deal only with complaints and disputes of a nature not serious enough to justify formal charges as set forth in Section 9 of Article II. Decisions of the Committee on Grievances shall be binding on all parties at interest unless appeal shall be taken to the Board of Directors, whose decisions in any given case shall be considered final.
b. The Board of Directors shall appoint an Auditing Committee prior to the date of the September (October) meeting, with instructions to audit and report on the books and accounts of all officers whose duties require such records, such report to cover the twelve months period ending August 31st of the same year.
Duties of officers and Directors
Section 1. General Provisions. In addition to the authority given and duties imposed in this Article upon the Officers and Directors of this Association, such Officers and Directors shall exercise the authority and perform the duties designated in other portions of these By-laws.
Section 2. The President. The President shall
a. preside at all meetings of the Association and of the Board of Directors
b. appoint, subject to the approval of the Board, the various standing committees and any special committees of one or more which he may deem necessary
c. sign the warrants drawn on the Secretary-Treasurer for the payment of legitimate bills or claims against the Association
d. execute on behalf of or in the name of the Association, when so authorized by the Board, all contracts, deeds, and other legal documents
e. exercise general supervision over all other officials and committees to the end that their duties may be properly and efficiently discharged
Section 3. The Vice-Presidents. In the absence of the President, the First Vice-President, if available, otherwise the Second Vice-President, shall preside at the various meetings of the Association and of the Board of Directors.
Section 4. The Secretary-Treasurer. In the secretarial capacity, the Secretary-Treasurer shall
a. keep a full and accurate record, in permanent form, of the proceedings of all the meetings of the Association and of the Board of Directors
b. have custody of the seal (if any) of the Association, and of all official documents except as otherwise provided herein
c. keep a complete record of the membership, such record to include data concerning applications, admissions, deaths, resignations, suspensions, expulsions, and reinstatements
d. countersign; register, and attest documents sired by the President
e. receive applications for membership and forwarded them to the chairman of the membership Committee, together with all available data in connection therewith
In the capacity as Treasurer, the Secretary-Treasurer shall
a. maintain a complete record of, and account for, all money received for dues and from any other source on behalf of the Association, making disbursements as necessary as authorized by the President, and shall be responsible for any securities or other items of value belonging or given to the Association except those held by the Historian.
b. deposit all money so received in such bank or banks as may be designated by the Board of Directors to the account of the Association.
The Secretary-Treasurer shall, at the regular September (October) meeting, make full report of all financial and other transactions pertaining to the dual office, including a statistical summary of the membership records; such report to cover the twelve month period ending August 31 of each year.
Section 5. The Historian. It shall be the duty of the Historian to have charge of, and be responsible for, all numismatic reference literature, and of all other items of numismatic interest and value which may come into the possession of the Association, promoting at all times the growth of this department and its proper use by the members. It shall also be the duty of the Historian to act as Historian of the Association by preparing and later maintaining an adequate and permanent record of its inception and progress. INA shall pay lodging expenses for the Historian to attend INA Shows.
Section 6. The Directors. The Board of Directors shall be the general administrative body of the Association, except as otherwise provided herein, subject always to definite instructions formally adopted at the regular meetings, not inconsistent with the Articles of Incorporation and By-laws. It may be convened by the President, or by any three of its members, for the transaction of routine business, or for a special purpose, the nature of which shall be stated in the call for the meeting; ample advance notice of all meetings shall be given the Directors by the Secretary-Treasurer.
The Board shall have authority in any given case to determine whether the charges of "conduct unbecoming a member" have been justly made.
The INA shall pay to the Editor of the Collector lodging expenses to the INA Show.
All proposed amendments to these By-laws shall take the following course; after having been submitted in writing to the Committee on By-laws for review, they shall be presented at a regular meeting, and if approved by not less than a two-thirds majority vote, shall be deferred for final action at the next regular board meeting, when a majority vote shall be sufficient to adopt.
Articles and By-laws are to be available upon request to all members.