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BYLAWS OF THE SCANDINAVIAN COLLECTORS CLUB, INC.
Accepted by the Membership in October of 1994

Last revised: 4 July 2007


CONTENTS

ARTICLE I - NAME
ARTICLE II - PURPOSE, ACTIVITIES, RESTRICTIONS, AND DISSOLUTION
ARTICLE III - MEMBERSHIP
ARTICLE IV - MEETINGS OF MEMBERS
ARTICLE V - BOARD OF DIRECTORS
ARTICLE VI - OFFICERS
ARTICLE VII - ELECTION OF OFFICERS AND DIRECTORS
ARTICLE VIII - PRESIDENTIAL COMMITTEES AND APPOINTED OFFICIALS
ARTICLE IX - INDEMNIFICATION
ARTICLE X - CHAPTERS
ARTICLE XI - SEAL, FISCAL YEAR, CONTRACTS
ARTICLE XII - INFORMAL ACTION
ARTICLE XIII - NOTICES
ARTICLE XIV - AMENDMENTS
ARTICLE XV - PUBLICATIONS



ARTICLE I - NAME

Section 1. Name

1.1 The name of the corporation is "Scandinavian Collectors Club, Inc." and it shall hereinafter be referred to as the "Club."



ARTICLE II - PURPOSE, ACTIVITIES, RESTRICTIONS, AND DISSOLUTION

In this Article, references to the provisions of the Internal Revenue Code are to such provisions, from time to time amended, and to corresponding provisions of any future United States Internal Revenue Law.

Section 1. Purpose.

1.1 The Club is organized and shall be operated exclusively for charitable, educational, scientific and literary purposes.

1.2 The Club may carry out its purposes directly or by making distributions to other organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code.

1.3 The purposes of the Club shall be to:

(a) promote fellowship and communication among collectors of Scandinavian philatelic material;
(b) develop and disseminate information about such material;
(c) provide appropriate services to collectors and students of such material; and
(d) provide educational opportunities for its members and the public, through seminars, exhibits, lectures and other reasonable means.

Section 2. Activities.

2.1 No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, unless by appropriate election a greater part is permitted without jeopardizing the Club's exemption under Section 501(c)(3) of the Internal Revenue Code.

2.2 The Club shall neither participate in, nor intervene in, any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements.

2.3 Notwithstanding any other provision of these articles, the Club shall not carry on any activities not permitted to be carried on by:

(a) a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code; or

(b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 3. Restrictions.

3.1 No part of the net earnings or net income of the Club shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in paragraph 1.3 above.

Section 4. Dissolution.

4.1 Upon the dissolution of the Club, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Club, distribute the assets of the Club for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or to the federal government, or to a state or local government, for a public purpose.

4.2 Any such assets not so disposed of shall be disposed of by the Circuit Court in the county in which the registered office of the Club is then located, to such organization or organizations as said Court shall determine.


ARTICLE III - MEMBERSHIP

Section 1. Class.

1.1 The Club shall have four classes of voting members designated as:

(a) regular;
(b) family;
(c) life; and
(d) honorary.

1.2 Regular or life membership shall be available to all approved members and the class of membership ascribed to each member shall be as determined by that member, based on the method chosen for payment of annual dues.

1.3 Family membership shall be available to the spouse and any children of a regular or life member in good standing, residing at the same address.

1.4 Honorary membership may be granted by the Board of Directors to any person nominated for such by at least six members in good standing for outstanding achievement in Scandinavian philately, or for activities extraordinarily benefiting the Club.

1.5 Each nomination for honorary membership shall be reviewed by a temporary committee appointed by the Board of Directors, which shall report its findings in writing to the Board.

1.6 Honorary membership, once granted, shall require no further payments of membership dues during the honorary member's lifetime.

1.7 The Club may issue certificates evidencing membership therein.

Section 2. Qualifications.

2.1 Any person of good character who evidences interest in the fields of collecting to which the Club is devoted, may become a regular, family or life member of the Club, subject to the provisions and conditions of these bylaws.

2.2 Membership in the Club shall be without regard to race, religion, creed, sex, residence, or national origin.

Section 3. Voting and Other Rights.

3.1 Members in good standing of each class designated in these bylaws shall have one vote upon each matter submitted to a vote at any meeting of the Club, annual or special, and may vote either in person or by proxy.

3.2 In addition, members shall be entitled to vote by mail for the election of directors and officers as provided in these bylaws, and for other matters as requested by the Board of Directors.

3.3 No class of membership shall carry with it any special privileges of franchise or authority.

3.4 Membership privileges include participation in various activities, programs and publications of the Club as may be designated from time to time by the Board of Directors, except that family members shall not be entitled to receive the Club's publications without additional cost.

Section 4. Application for Membership.

4.1 Application for admission to membership in the Club shall be made on the prescribed form, addressed to the Secretary of the Club, or, to the Secretary's Designate.

4.2 Applications must be accompanied by the admission fee and such portion of the annual dues as is required, pro rata, for the remainder of the membership year.

Section 5. Admission to Membership.

5.1 Admission to membership in the Club shall be , confirmed or denied by the Secretary, or the Secretary's Designate, after such investigation as the Secretary deems appropriate.

5.2 Applications denied shall be returned to the applicant with the refund of dues and fees paid.

5.3 Where new information presented to the Secretary suggests strongly that the Secretary's original decision should be revised, the matter shall be referred to the Admissions Committee which shall be permitted to revise it.

5.4 The decision of the Admissions Committee shall be final and conclusive.

Section 6. Fees and Dues.

6.1 The admission and reinstatement fees and the dues for regular, family and life members shall be determined annually by the Board of Directors.

Section 7. Good Standing.

7.1 A member in good standing, within the meaning of that term as used in these bylaws, is one who is not in default in the payment of dues or any other indebtedness to the Club, and against whom no charges are pending.

Section 8. Termination of Membership.

8.1 Membership. in the Club shall be terminated by death, dissolution of the Club, resignation, nonpayment of membership dues, or expulsion.

8.2 A member in good standing may resign by submitting a written resignation to the Secretary.

Section 9. Nonpayment of Membership Dues.

9.1 Membership of a regular or family member whose dues for any calendar year remain unpaid after the end of March in the following year shall be terminated.
9.2 If the delinquency of a member's dues is disputed by the member, that member may appeal the termination to the President.

9.3 Such appeal shall be determined by the President without unnecessary delay in such manner as the President may decide, and the President's decision shall be final.

Section 10. Suspension or Expulsion.

10.1 Any member found guilty by the Ethics Committee of improper conduct or of conduct unbecoming a member may be suspended for a definite period without any rights or privileges in the Club, or may be expelled as herein provided.

10.2 Definite and specific charges of misconduct must be in writing, and notice, including a copy of the charges, shall be served upon the member so charged.

10.3 After investigation by the Ethics Committee, notice of the findings and, if the charges are sustained, the recommended penalty, shall be communicated to the member and to each director of the Club through the Secretary, and the Board of Directors shall make a final decision on the matter at its next regular meeting.

10.4 Appeal of the recommendation of the Ethics Committee shall be made to the Board of Directors through the Secretary within 30 days of receipt of the recommendation.

10.5 All data pertaining to expulsion proceedings shall be preserved for eight years following expulsion.

10.6 The right of the Club to enforce payment of any indebtedness of the member to the Club shall be in no way impaired by the expulsion of such a member.

Section 11. Reinstatement.

11.1 A person whose membership has been terminated for non-payment of dues may be reinstated as a member upon payment of the current annual dues.

11.2 A person whose membership has been terminated for any other reason may apply for reinstatement only as a new applicant as prescribed in Sections 4 and 5 of this Article III.

11.3 Reinstatement shall not be granted to persons with any outstanding indebtedness to the Club.

Section 12. Transfer of Membership.

12.1 Membership in the Club shall not be transferred or assigned.


ARTICLE IV - MEETINGS OF MEMBERS

Section 1. Annual Meeting.

1.1 An Annual Meeting of members of the Club shall be held in each calendar year at a time and place selected by the Board of Directors, preferably in conjunction with a prominent philatelic exhibition.

1.2 The business to be conducted at each Annual Meeting shall include, but shall not be limited to:

(a) a call to order;
(b) introduction-of officers- and directors present;
(c) reading and approval of the minutes of the preceding annual meeting;
(d) communications;
(e) receipt and action on reports from standing and other committees;
(f) receipt and action on reports from the officers of the Club, anyone handling Club funds in excess of $300, and the Auditor;
(g) unfinished business;
(h) -- deleted 4 July 2007 --
(i) presentation of special Club awards;
(j) new business;
(k) report of the Committee on Elections;
(l) adjournment.

Section 2. Special Meetings.

2.1 Special meetings of the Club may be called by the Board of Directors acting in accordance with Article V, Section 7.

2.2 The purpose of such meetings shall be clearly stated in the Notice of Special Meeting and no business other than that stated in the Notice shall be transacted.

Section 3. Notice of Meetings.

3.1 Notice of the Annual Meeting shall be published in two consecutive issues of the Club's official journal, the second of which would normally be in the hands of members one month before the meeting.

3.2 Notices of Special Meetings shall state the purpose, place, date, and time of any special meeting, and shall be delivered to all members in good standing at the address shown on the records of the Club not less than 30 nor more than 120 days before the date of the meeting.

3.3 Such notice shall be deemed to have been delivered when deposited in the United States or Canadian mail, properly addressed with appropriate postage prepaid.

Section 4. Quorum.

4.1 A quorum for the transaction of business shall be either:

(a) twenty-five members of the Club,who are in good standing and present in person at any meeting of members, plus a quorum of the Board of Directors; or
(b) forty members of the Club, who are in good standing and present at the meeting.

Section 5. Conduct of Meetings.

5.1 The President shall call the meeting of the members to order and shall preside over the meeting.

5.2 In the absence of the President, the Vice President shall preside; in the absence of both the President and Vice President, any person chosen by the members shall preside.

5.3 The Secretary of the Club shall act as secretary of all meetings of members, but if the Secretary is absent, the presiding officer may appoint any other person to act as secretary for the meeting.

5.4 The act of a majority of the members of the Club, who are in good standing and who are present in person or represented by proxy at any meeting of members at which a quorum is present, shall be the act of the members.

Section 6. Proxies.

6.1 Members may vote by proxy at all meetings of the members provided the proxy is in writing, signed, and filed with the Secretary before the meeting.

6.2 No proxy shall be valid after 60 days from the date of its execution unless otherwise provided in the proxy.

6.3 Proxies may not be tendered on any mail or email vote.


ARTICLE V - BOARD OF DIRECTORS

Section 1. General Powers.

1.1 The affairs of the Club shall be managed by its Board of Directors.

Section 2. Number.

2.1 There shall be 12 directors, elected by vote of the members in good standing, of whom:

(a) six shall be regular directors;
(b) five shall be the President, Vice President, Secretary, Treasurer and Vice President of Chapters;
(c) one shall be the immediate Past President.

2.2 All directors shall be members in good standing of the Club.

2.3 All directors shall have one vote at any meeting of directors.

2.4 Subject to the provision in the articles of incorporation that the number of directors shall never be less than five, the number of directors may be determined from time to time by resolution of the Board of Directors amending this Section.

Section 3. Election of Regular Directors.

3.1 Regular Directors of this Club shall be elected by vote of the members in - accordance, with Article VII of these bylaws.

Section 4. Terms of Office and Qualifications of Regular Directors.

4.1 Three regular directors shall be elected every two years in the even numbered years for a term of four years and until their successors are elected.

4.2 A regular director shall not be permitted to serve the Club for more than two consecutive four-year terms, but may be re-elected after a lapse of at least two years.

Section 5. Removal.

5.1 A director may be removed from office by the affirmative vote of a majority of the directors of the Club, at either:

(a) a regular meeting of directors; or
(b) any special meeting of directors called for that purpose.

Section 6. Vacancies on the Board of Directors.

6.1 If the office of a regular director becomes vacant for any reason, with the unexpired term of office being fifteen months or less, the remaining directors may choose a successor who shall hold office for the unexpired term in which such vacancy occurred.

6.2 If the office of a regular director becomes vacant for any reason, with the unexpired term of office being more than fifteen months, the remaining directors shall choose a successor who shall hold office for the unexpired term in which such vacancy occurred.

Section 7. Manner of Acting.

7.1 The Board of Directors shall hold its meetings in open, or when necessary to protect personal confidentialities, closed session on such matters and at such times as the Board considers appropriate.

7.2 The act of a majority of the directors present at a properly constituted meeting of the Board of Directors shall be the act of the Board.

7.3 Any matter capable of satisfactory resolution by mail or email vote, may be presented to each member of the Board by either the President or a member or members designated to do so.

7.4 Where votes are cast by mail or email:

(a) a separate ballot from each member of the Board shall be marked and returned to the Secretary within 30 days of delivery of such notice, as defined in these bylaws; and;
(b) the affirmative vote of a majority of the directors then in office shall be required to pass any resolution or take any action.

7.5 Decisions made by telephone conferences must be confirmed as required by 7.4 above for a mail or email vote.

Section 8. Annual Meeting.

8.1 The Board of Directors shall convene at least one meeting annually for the purpose of transacting such business as may come before it.

8.2 The Annual Meeting of the Board of Directors shall be the directors' meeting which immediately precedes the Annual Meeting of the Club.

8.3 The Board of Directors may change the date for its Annual Meeting to any other date within the calendar year.

8.4 Directors-elect who will assume their duties on January 1 in the following year, and other invited persons, may at the pleasure of the President, attend the Annual Meeting of Directors as non-voting observers.

Section 9. Other Meetings.

9.1 The Board of Directors may provide by resolution for regular or special meetings of the Board to be held at a fixed time and place.

9.2 Upon the passage of any such resolution such meetings shall be held at the stated time and place without other notice than such resolution.

9.3 Unless otherwise prohibited by statute, special meetings of the Board of Directors for any purpose or purposes:
(a)may be held at any time on the call of the President or Secretary; and
(b) shall be called by the Secretary on the written request of any four directors.

Section 10. Quorum.

10.1 A majority of the directors authorized in accordance with Section 2 of this Article V shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 11. Place of Meeting.

11.1 The Board of Directors may designate any place as the place of meeting for any annual, regular or special meeting of the Board of Directors.

11.2 If no designation is made, the place of meeting shall be selected by the President.

11.3 Any meeting of the Board may be adjourned or reconvened at any place designated by vote by a majority of the directors represented thereat.

Section 12. Notice.

12.1 Notice of the date, place and time of any regular or special meeting of the Board shall be in writing, and either:

(a) delivered personally to each director at least 24 hours prior thereto; or
(b) mailed to each director at his or her address at least 21 days prior thereto.

12.2 If such notice is mailed, it shall be deemed to have been delivered when deposited in the United States or Canadian mail properly addressed, with correct postage prepaid.

12.3 Any director may waive notice of any meeting by written waiver.

12.4 The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

12.5 Neither the business to be transacted, nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 13. Duties and Powers.

13.1 The Board of Directors shall:

(a) have the power to amend the articles of incorporation of the Club, to adopt bylaws for the government of the Club, and to alter, amend, repeal or change the same;
(b) consider the opinion and wishes of the membership on any matter expressed by a majority vote at an Annual or Special Meeting of members;
(c) cause the books, accounts and records of the Treasurer and any other Club officer or department receiving or expending monies in excess of $300 to be audited;
(d) cause any monies in the care of Club officers or departments and not immediately needed, to be;
(i) transferred to the Treasurer for deposit in a Club bank account; or
(ii) invested in investments prescribed by the Board;
(e) decide and prescribe the amounts of bond, if any, to be executed for officials of the Club, and cause the premiums therefore to be paid by the Club;
(f) have the authority to define and determine the meaning and interpretation of the terms, "improper conduct" and "conduct unbecoming a member"; and
(g) keep accurate, complete and permanent records of all its proceedings.

Section 14. Presumption of Assent.

14.1 A director of the Club who is present at a meeting of the Board of Directors, or a committee thereof, at which action on any corporate matter is taken, shall be presumed to have assented to the action taken unless that director's dissent is delivered in writing to the person acting as secretary of the meeting, and entered in the minutes of the meeting before the meeting has been adjourned.

14.2 Such right to dissent shall not apply to a director who voted in favor of such action.

Section 15. Compensation and Expenses.

15.1 The directors of the Club shall serve without compensation, but may be reimbursed for reasonable expenses incurred in connection with corporate matters, provided that such reimbursement is authorized. by the affirmative vote of a majority of directors then in office.

Section 16. Committees.

16.1 Special, ad hoc or other committees may be created by the Board of Directors.

16.2 Such committees shall:

(a) consist of two or more directors designated by the Board, and as many other members as the committee deems necessary;
(b) have such powers and duties, consistent with the provisions of these bylaws, as may be provided in the resolution creating it initially or as thereafter supplemented or amended by further resolution of the Board;
(c) fix its own rules governing the conduct of its activities, provided that such rules are not inconsistent with rules of the Board; and
(d) make such reports to the Board of Directors as the Board may require.

16.3 No committee shall be empowered to act in lieu of the entire Board of Directors in respect to election of officers or the filling of vacancies in committees created by the Directors pursuant to these bylaws.


ARTICLE VI - OFFICERS

Section 1. Number.

1.1 The principal officers of the Club shall be a President, a First Vice President, a Vice President of Chapters, one or more other Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer, each of whom shall be elected by the members of the Club.

1.2 Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the Board of Directors, but they shall have only such authority, duty and responsibility as is specifically assigned to them by the Board of Directors.

1.3 Appointed officers, assistant officers and agents shall not have voting rights at meetings of directors.

1.4 Except as may be required by Article VI, sentences 7.4 and 8.2, each of the principal offices shall be held by a different person.

Section 2. Election and Term of Office.

2.1 The principal officers of the Club shall be elected biennially in the even numbered years by the affirmative vote of a majority of the members voting, in accordance with Article VII of these bylaws.

2.2 The principal officers shall assume and perform the duties of their office on the first day of January in the year immediately following their election.

2.3 Each principal officer shall hold office until:

(a) a successor has been duly elected and has assumed office;
(b) such officer's resignation or death; or
(c) such officer has been removed from office in the manner provided in Section 3.

Section 3. Removal.

3.1 A principal officer, upon being determined guilty of misconduct in the performance of official duties, or by neglect of official duties, by a two-thirds majority vote of the other officers and directors, may be removed from office or suspended for a definite period.

3.2 Any appointed official, upon being determined guilty of misconduct in the performance of official duties, or by neglect of official duties, may be removed or suspended for a definite period by the President.

Section 4. Vacancies.

4.1 A vacancy in any office because of resignation, removal, disqualification, death or otherwise may be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

Section 5. Transfer of Records.

5.1 On the expiration of each officer's term, or at the time of a resignation or removal, that officer shall deliver to the successor all books, papers, monies or any other property of the Club or its members, in his or her possession or custody.

5.2 The successor shall advise the Board when the transfer has been satisfactorily completed.

Section 6. President.

6.1 The President shall:

a) be the principal executive officer of the Club;
(b) be subject to direction by the Board of Directors;
(c) supervise and control all of the business and affairs of the Club;
(d) in general perform all duties incident to the office of president and such other duties as may be prescribed from time to time by the Board of Directors;
(e) be ex officio a member of all standing committees; and
(f) when possible, preside at the Annual Meeting of the Club.

6.2 The President, with approval from the Board of Directors, may delegate any of the duties of the Secretary to an Executive Secretary, if one should be appointed.

6.3 The President may sign with the Secretary, or other officer of the Club duly authorized to do so by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where such signing and execution is:

(a) expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the Club; or
(b) required by law to be otherwise signed or executed.

Section 7. The Vice Presidents.

7.1 The First Vice President shall assist the President whenever possible by maintaining close liaison with the President to the end that both officers will be equally familiar with the instructions of the Board of Directors and the President's plans for the operation of the Club.

7.2 In the absence of the President, or in the event of the President's death, impeachment, inability or refusal to act, the First Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President.

7.3 The Vice President of Chapters, under the general supervision of the President, shall be in charge of all regional activities.

7.4 In the event of the inability of the First Vice President to act, for whatever reason, the Vice President of Chapters shall assume the duties and responsibilities of both the First Vice President and the Vice President of Chapters.

7.5 All Vice Presidents shall perform such other duties as may be assigned to them by the President or by the Board of Directors.

Section 8. The Secretary.

8.1 The Secretary shall:

(a) keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose;
(b) record the minutes of all properly called meetings of members, and provide a summary of same to the Journal Editor for publication;
(c) ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law;
(d) be custodian of the corporate records and the seal of the Club;
(e) in general perform all duties incident to the office of Secretary; and
(f) perform such other duties which may from time to time be assigned to him or her by the President or by the Board of Directors.

8.2 In the event of the inability of the Treasurer to act, for whatever reason, the Secretary shall assume the duties and responsibilities of the Treasurer until the President is able to invoke the provision of Section 4 of this Article VI.

Section 9. The Treasurer.

9.1 The Treasurer shall:

(a) have charge and custody of, and be responsible for all funds and securities of the Club;
(b) deposit all such moneys in the name of the Club in banks, trust companies or other depositories of the Treasurer's choice unless specifically directed otherwise by the Board of Directors;
(c) establish and maintain the necessary accounts to record the financial transactions of the Club; and
(d) perform all of the duties which may from time to time be assigned to him or her by the President or by the Board of Directors.

9.2 The Treasurer shall within sixty days after the close of the fiscal year, make and file with the Secretary and with the principal officers of the Club, a statement which shows:

(a) the assets and liabilities of the Club at the end of the fiscal year; and
(b) the sources and amount of all revenue and the purpose and amount of all disbursements for the fiscal year just ended.

9.3 The statement of (9.2) above shall be verified by affidavit of the Treasurer.

9.4 The Treasurer shall, if required by the President or the Board of Directors, prepare interim statements showing the assets and liabilities of the Club at, and the income and expenses of the Club to, the date of the interim statement.

9.5 The Treasurer shall prepare and file all tax and information returns required by federal, state or local law.

9.6 If required by the Board of Directors, the Treasurer shall, at the Club's expense, give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10. Other Assistants and Acting Officers.

10.1 The Board of Directors shall have the power to authorize an assistant to any officer, to assist in the performance of the assigned duties of such officer.


ARTICLE VII - ELECTION OF OFFICERS AND DIRECTORS

Section 1. Elections.

1.1 The President, First Vice President, Vice President of Chapters, Treasurer and Secretary, and three regular directors shall be elected by mail ballot of the members, cast biennially in the even numbered years.

Section 2. Nominating Committee.

2.1 A nominating committee shall be appointed by the President before March 1 in each even numbered year.

2.2 The Nominating Committee shall consist of.

(a) a director of the Club;
(b) two members of the Club who are not directors.

Section 3. Nominations.

3.1 The Nominating Committee shall select at least one but not more than two nominees for each office and directorship which is to be filled in the election, and shall obtain the written consent of each nominee.

3.2 A Chapter of the Club or any group of five members of the Club in good standing may also nominate a member to any office or directorship which is to be filled in the election, by filing with the Secretary before September 1 in each even numbered year, the name or names of such nominees together with their written consent.

3.3 The Secretary shall advise the Nominating Committee of such nominations without delay, and shall ensure that such nominations appear on the Official Ballot.

3.4 The Nominating Committee shall be permitted to include as one of its nominations, any member nominated under the provisions of 3.2 above, but shall not be obliged to do so.

3.5 The Nominating Committee shall submit its selections to the President and Secretary before October 1 in each even numbered year.

Section 4. Election Ballots.

4.1 Following receipt of the slate of nominees, the Secretary shall prepare an official ballot in the form approved by the Board of Directors.

4.2 The ballot, a printed enclosure containing statements from nominees, and a return envelope addressed to the Committee on Elections, shall be sent to each member in good standing during the fourth Quarter of each even numbered year.

4.3 Ballots, properly filled put, shall be returned promptly to the Committee on Elections.

4.4 Ballots received by the Committee on Elections after December 1 shall not be counted.

4.5 If all nominees to be elected in any one election shall be unopposed:

(a) no official ballot need be prepared or mailed; and
(b) the Secretary shall cast one vote in any form for such unopposed candidates.

Section 5. Notice of Results.

5.1 The Committee on Elections shall canvass the vote and report the results of the election to the President, Secretary and each nominee, and to the Journal Editor for publication in the Journal.

5.2 The nominee for a specific office-or directorship, who receives the greatest number of votes shall be declared elected to that office.

5.3 If the canvass indicates a tie ballot for any office or directorship, such tie ballot shall be decided by a run-off ballot of the entire membership.


ARTICLE VIII - PRESIDENTIAL COMMITTEES AND APPOINTED OFFICIALS

Section 1. Committees.

1.1 The President shall appoint the following:

(a) permanent committees, with membership to each committee as required:
(ii) Admissions Committee,
(iii) Elections Committee,
(iv) Audit Committee,
(v) Ethics Committee; and
(b) officials:
(i) Librarian,
(ii) Journal editor,
(iii) Advertising manager,
(iv) Mart Manager,
(v) Historian,
(vi) Executive Secretary.

1.2 Such committees and officials shall serve at the pleasure of the President, under authority of the Board of Directors, until their respective successors are appointed.

1.3 Any official or member of a committee may be removed at any time by the President.

1.4 Permanent committees and officials shall perform such activities as may be prescribed from time to time by the President or the Board of Directors, under the general administration and supervision of the President.


ARTICLE IX - INDEMNIFICATION

Section 1. Indemnification.

1.1 The Club shall indemnify any director or officer, or former director or officer of the Club, or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock, or of which it is a creditor, against reasonable expenses, including attorneys' fees, judgments and fines, which are actually and necessarily incurred by him or her in connection with the defense of any civil, criminal or administrative action, suit or proceeding in which he or she is made a party or with which he or she is threatened by reason of being or having been or because of any act as such director or officer, within the course of his or her duties or employment, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or knowing misconduct in the performance of his or her duties.

1.2 The Club may also reimburse to any director or officer or other person the reasonable costs of settlement of any such action, suit or proceeding, if it shall be found by a majority of a committee composed of the directors not involved in the matter in controversy (whether or not a quorum) that it was in the interests of the Society that such settlement be made and that such director or officer or other person was not guilty of negligence or knowing misconduct.

1.3 The right of indemnification herein provided shall extend to the estate, executor, administrator, guardian and conservator of any deceased or former director or officer or person who, individually, would have been entitled to indemnification.

1.4 Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director or officer or other person may be entitled under any statute, agreement, or otherwise.


ARTICLE X - CHAPTERS

Section 1. Organization.

1.1 Five or more members of the Club may associate themselves by forming a chapter of the Club. Applications for admission of chapters shall state the name, location, names of members and officers, and the Chapter's proposed bylaws. If the application is approved by the Vice President of Chapters, the applicant shall be a chapter of the Club, subject to the provisions of the Club's bylaws.

Section 2. Bylaws.

2.1 Chapter bylaws may contain such provisions for the governance of the chapter as the members thereof may choose, provided that such provisions shall not be inconsistent with the Club's bylaws.

2.2 All Chapter bylaws and amendments shall be filed with the Vice President of Chapters.

Section 3. Dues.

3.1 A Chapter may require dues from its members but shall not pay any dues to the Club.

Section 4. Officers.

4.1 Every Chapter shall have at least two officers who shall be members of the Club.

Section 5. Reports.

5.1 Each chapter shall file a written report annually during the first quarter of the calendar year on a form furnished by the Vice President of Chapters in December of the preceding year, setting forth such information as the Board may reasonably require.

Section 6. Suspension and Dissolution.

6.1 A chapter may be suspended if its annual report:

(a) is not received during the first quarter of the year, or
(b) fails to show compliance with the requirements of this Article X.

6.2 Such suspension shall continue until the two Chapter Officers have satisfied the Secretary of the Club that the conditions causing the suspension have been remedied.

6.3 A chapter may be dissolved by the Board if the chapter has been inactive for a period of more than one year.

Section 7. Reinstatement.

7.1 A dissolved chapter may be reinstated upon application as provided in Section IX of this Article X.


ARTICLE XI - SEAL, FISCAL YEAR, CONTRACTS

Section 1. Seal.

1.1 The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the words "Scandinavian Collectors Club, Inc. - Corporate Seal".

Section 2. Fiscal Year.

2.1 The fiscal year of the Club shall begin on the first day of January in each year.

2.2 The fiscal year of the Club may be changed by resolution of the Board of Directors, provided that such change is not prohibited by the Internal Revenue Code or other statutes.

Section 3. Contracts.

3.1 The Board of Directors may authorize any officer, officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club, and such authority may be general or confined to specific instances.

3.2 All contracts shall be in writing, and a copy of every contract made, shall be filed with the Secretary.

3.3 The status of all contracts currently in force shall be reported to the Board of Directors by the Secretary at every meeting of the Board.

Section 4. Loans.

4.1 No funded indebtedness shall be contracted on behalf of the Club and no evidences of such indebtedness shall be issued in its name unless authorized by the Board of Directors.

4.2 Such authorization may be general or confined to specific instances.

Section 5. Checks, Drafts, etc.

5.1 All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Club shall be signed by such officer, officers, agent or agents of the Club and in such manner, including facsimile signature, as shall be determined by the Board of Directors.


ARTICLE XII - INFORMAL ACTION

Section 1. Consent in Writing.

1.1 Any action which could be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members or directors entitled to vote with respect to the subject matter thereof.

1.2 Such consent shall have the same force and effect as a unanimous vote.


ARTICLE XIII - NOTICES

Section 1. Waivers

1.1 Whenever any notice is required to be given under the provisions of the Delaware Non-stock Corporation Law or under the provisions of the articles of incorporation or bylaws of the Club, a waiver thereof in writing, signed at any time by the person or persons entitled to such notice, shall be deemed equivalent to the giving of such notice.

Section 2. Delivery.

2.1 For all purposes, any notice mailed to the address of the member as listed on the records of the Club shall be sufficient.

2.2 It is entirely the responsibility of the member to give written notice to the Secretary of any variation or change from the record listing.

2.3 Any notice required from the member to the Club shall be sufficient only if sent by Registered Mail or actually received by the Secretary of the Club.


ARTICLE XIV - AMENDMENTS

Section 1. By the Directors.

1.1 The articles of incorporation and these bylaws may be altered, amended or repealed and new articles or bylaws may be adopted by the Board of Directors.

1.2 All such actions shall be published in the Club Journal as soon as possible.


ARTICLE XV - PUBLICATIONS

Section 1. Official Journal.

1.1 The Club shall publish an official journal under the name of "The Posthorn".

1.2 The Board of Directors shall determine the size of the journal and its frequency of publication, publisher and printer.

Section 2. Other Publications.

2.1 The Club shall publish such other periodicals, monographs, books or other publications as the Board of Directors may direct.

Section 3. Publication Costs.

3.1 All bills or claims payable to or by the Club for any publication shall be payable to and by the Treasurer.

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