IPDA Constitution
The foundational principles and governing framework of IPDA through an exploration of its comprehensive constitution, shaping the ethos and operations of the Internet Philatelic Dealers Association.
IPDA Constitution
The foundational principles and governing framework of IPDA through an exploration of its comprehensive constitution, shaping the ethos and operations of the Internet Philatelic Dealers Association.
The IPDA Constitution Updated 2nd April 2020
As a responsible and professional organization, the IPDA is incorporated in the state of Florida and diligently adheres to the regulations outlined in the “Florida Not For Profit Corporation Act.” To maintain a transparent and democratic decision-making process, we pay special attention to section 617.0721, which pertains to voting by members during meetings. This ensures that our valued members have the opportunity to actively participate, express their opinions, and contribute to the growth and direction of the IPDA, fostering a sense of unity and collaboration within the philatelic community. By working within the legal framework and promoting open dialogue, we continue to uphold the highest standards of integrity and professionalism in our ongoing efforts to support and empower the online philatelic world.
Statement of Purpose
The Internet Philatelic Dealers Association (IPDA) was established on February 23, 2002, and later incorporated under the Corporation Laws of the State Government of Florida, USA, on February 7, 2007. From then on, the Association adopted the title “Internet Philatelic Dealers Association, Inc.” but for general day to day business purposes the name the Internet Philatelic Dealers Association, or the IPDA is commonly used.
Our main objective is to provide professional guidance and support to our members engaged in the philatelic industry.
We strive to promote the wonderful hobby of stamp collecting and keep our members well-informed about events, legislation, and regulatory changes that may impact both the Association and its members.
We collaborate with other philatelic organizations and groups representing stamp dealers and collectors to address matters of mutual interest.
Our members stay informed about new stamp issues, technological advancements in the production and distribution of postage stamps, and other philatelic materials.
We keep our members up-to-date on trends in the wholesale and retail sectors of the stamp industry.
Our members receive timely updates on postal rates, rules, regulations, and laws, including taxation, VAT, GST, import and export regulations, and mail security.
We advocate for our members by supporting or opposing new or amended international, national, or state regulations that may significantly impact the stamp dealing industry, particularly in e-trading and the business activities of our members.
By publicizing the IPDA and promoting its professionalism and reputation, we strive to strengthen the standing of our members in the philatelic community.
Index
Name
Definitions & Terminology
In these Rules, unless otherwise stated the following terms mean- “IPDA” and “IPDA Inc” means the Internet Philatelic Dealers Association Inc;
“Association” means the IPDA Inc;
|
Financial Year |
1st Jan to Dec 3rd |
|
AGM |
Annual General Meeting |
|
EGM |
Extraordinary General Meeting |
|
Member |
an individual selling stamps on the internet as a stamp dealer, or an individual or company operating as a registered stamp dealer; it may also include other philatelic organizations and individuals, such as Auctioneers, Publishers; Wholesalers, Consultants and Suppliers of philatelic accessories who service the internet stamp dealing industry |
|
Financial Member |
a member who is in good standing with the IPDA |
|
Entitled to Vote |
a Financial Member |
|
General Meeting |
either an AGM or an EGM |
|
Code |
Code of Ethics |
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Proxy |
any person holding an instrument of proxy or power of attorney to act on behalf of a Financial Member in a ballot or election conducted by the IPDA |
|
Philatelic Material |
mint and used postage, revenue and duty stamps, stamp covers, postcards, First Day Covers, postal history, singles, blocks, mini-sheets, accumulations, collections, kiloware and bundled stamps, mailed newspaper wrappers, postmarks, Cinderellas, philatelic accessories and stationery, stamp albums and stock books, philatelic catalogues, and any equipment and material used by stamp collectors and dealers |
|
Regional Representative |
Regional Representative |
|
Interpretation |
in these rules, unless the contrary intention appears, words in the masculine gender shall include the feminine gender and vice versa, words in the singular shall include the plural and vice versa. |
1 Name
The name of the Association shall be the “Internet Philatelic Dealers Association, Inc.
2 Non-profit Organisation
2.1 The Internet Philatelic Dealers Association, Inc., shall be incorporated as a non-profit association.
2.2 The assets and income of the Association shall be applied solely in furtherance of the Association’s Statement of Purpose (see above).
No portion of any asset or income shall be distributed directly or indirectly to the membership of the Association except as reimbursement of authorized expenses incurred on behalf of the Association.
2.3 The Association shall indemnify and protect from harm Directors, Officers, Members and employees in accordance with the provisions of the Laws of Corporation of the jurisdiction under which the Association is registered.
2.4 Pursuant with the foregoing Clause 2.3, a Director, Officer, Member or employee of the Association shall not be personally liable for monitory damages imposed on or incurred by the Association as a result of any action taken, or failed to have been taken by them in the course of performing their duties, unless the Director, Officer, Member or employee of the Association
- an internet web based stamp dealer;
- any person who is a regular registered seller/buyer of stamps with a major e-auction;
- is engaged in a related philatelic occupation or service, such as, the operation of an e-auction, a business which specializes in the sale of philatelic literature, the publication a stamp magazine / journal, a retail outlet for philatelic supplies, accessories, and equipment;
- is a professional philatelic journalist / reporter;
- is a philatelic specialist offering ‘certification services’, i.e. valuation, certification and / or expertising; and
- is a seller of stamps who is in the process of establishing a stamp dealership
3 Membership
3.1 Membership of the Association will be open to any person who, in a full-time or part-time capacity, is
- an internet web based stamp dealer;
- any person who is a regular registered seller/buyer of stamps with a major e-auction;
- is engaged in a related philatelic occupation or service, such as, the operation of an e-auction, a business which specializes in the sale of philatelic literature, the publication a stamp magazine / journal, a retail outlet for philatelic supplies, accessories, and equipment;
- is a professional philatelic journalist / reporter;
- is a philatelic specialist offering ‘certification services’, i.e. valuation, certification and / or expertising; and
- is a seller of stamps who is in the process of establishing a stamp dealership
3.2 Applications for membership must be made using the Official Application Form, which is available on the Association’s web site or from the Membership Secretary.
3.3 All applicants for membership of the Association shall be deemed to have read and agreed to comply with the Code of Ethics and the Association’s Rules and By Laws when they complete and submit the membership application form.
3.4 Grades of Membership
- 3.4.1 Founding Members – applies to those existing Members who formed the Association.
- 3.4.2 Foundation Member – is a member who joined the Association before 31st March 2003
- 3.4.3 Member – applies to all members who have satisfied the qualifications for membership set out in Rule 3.1
3.4.4 Retired Member – applies to a member who has retired from full-time or part-time stamp dealing but who wishes to retain a connection with the Association.
No membership fees will be payable by a Retired Member and they will continue to receive the IPDA Member’s Newsletter and any other benefits of membership.
A Retired Member may be appointed to a non-executive office of the Association.
- 3.4.5 Honorary Life Membership maybe awarded to a member who is recognized as having given distinguished service to the Association. Nominations for this award must be made by at least two members signifying their support for the award. Honorary Life Members are exempted from payment of membership fees without loss of benefits.
3.4.6 Corporate Membership is a member who is a company, an employee of a company appointed to be the company’s Nominee.
The Nominee shall be entitled to all the benefits membership.
3.5 Resignation: A member may resign from the Association by giving written notice to the Membership Secretary.
4 Membership and Joining Fees
4.1 The Board of Directors may recommend to the Annual General Meeting that a Joining Fee shall be paid by new members joining the Association, if the Board considers such a fee is desirable.
The amount of any Annual Membership fee is reviewed annually by the Board of Directors and if deemed desirable shall be recommended to the Annual General Meeting for adoption.
4.2 The Annual Membership Fee is due to be paid by 1st. March each year.
4.3 Commencing 1st. January 2020 the Joining Fee shall be USD$25.00 and the Annual Membership Fee will be USD$25.00.
4.4 The membership fees shall be shown on the IPDA web site
5 Record of Membership
5.1 The Membership Secretary and the Treasurer shall jointly maintain an up to date record of members.
This record will include members business names, address and particulars and record of membership fees paid.
This record will include members business names, address and particulars and record of membership fees paid.
The Membership Secretary will submit the current list of members to the Web Master for publication on the Association’s web site.
All personal information about a member, contained in the Association’s Membership Records, shall be held in strict confidence and may not be released without the Member’s express permission to do so.
A member may choose to display all or part of his personal details on the Association’s web site.
6 Disputes
6.1 Whenever the Board of Directors becomes aware of a dispute between the Association and one of its members, or between two or more Association members, or between an Association member and an external entity, the Board shall take steps to urge quick settlement of the dispute.
6.2 If the Board considers the dispute is in danger of not being resolved quickly then it may take action to bring about a resolution and may appoint three members of the Association to form a Disputes and Reconciliation Sub- Committee.
6.3 If the Association’s Sub-Committee is unable to resolve the dispute then the Board will offer to appoint an external mediator. Such appointment will require both parties to the dispute to agree to the appointment. If the parties do not agree on the appointment of a mediator then the Board of Directors itself will decide the appropriate resolution and their decision will be final.
7 Breaches of the Code of Ethics
7.1 If the Board of Directors becomes aware that a member is in serious breach of the Association’s Code of Ethics, including behaviour prejudicing the Association, it shall investigate the alleged claim to determine whether the Code has been breached or the alleged behaviour is prejudicial and determine what action needs to be taken should the member be found guilty. The member who is alleged to have breached the Code of Ethics or has behaved in a manner prejudicial to the Association, shall be given the opportunity to present their case to the Board of Directors before a final decision is made.
7.2 The Association Secretary shall record all particulars of the alleged act, the evidence for and against the alleged act and the grounds upon which the Board’s decision is made.
7.3 The Board of Directors, in determining the penalty that shall be imposed on a member who has been found guilty, may apply one or more of the following:
- Censure the member
- Require the member to stand down from any office he holds as as a Director
- Rule that the member is not able to stand for election as a Director or to any other office for a given period
- Expel the member
8 Organisation – The Directors and Officers
8.1 The Board of Directors shall comprise of elected members. The Chair Person and Vice Chairman are members of the Board.
- The Association Secretary, Treasurer and/or Membership Secretary will also be Directors of the Association or they may be members who are ex-officio members of the Board.
- The Executive Committee (Administration) shall comprise the Chair Person, the Association Secretary, the Membership Secretary and/or the Treasurer.
- 8.4.1 The Board of Director’s powers comprise, but are not limited to, the borrowing of money and the raising of funds, including the purchase of Mortgages and other charges on Association assets and property, to determine whatever actions are considered necessary to protect the Association and its assets, to fulfil the Association’s purposes and to maintain efficient services for all members.
- 8.4.2 The Executive Committee shall be responsible for the conduct of administrative functions covering membership, financial matters, updating forms and procedures, preparation of business plans and budgets and minutes of Board meetings and the AGM etc. The Executive Committee must ensure the protection of the Association’s assets and property and promptly report to the Board any serious fluctuations in the value of assets or any serious departures from the Annual Budget.
- 8.4.3 The Chair Person of the Board of Directors will monitor the attendance of Directors at Board Meetings, to ensure that at least a Quorum of Directors will be in attendance at each meeting, updating approved changes to the constitution.
- 8.4.4 The Chair Person may permit a Director to miss more than fifty per cent, (50%), of Board Meetings in any one year (commencing the date of the Annual General Meeting), provided the Director attends the Annual General Meeting and gives advance notice of their intentions with reasons to the Chair Person for their consideration.
- 8.4.5 Where a Director fails to attend a minimum of fifty per cent, (50%), of the bi-monthly Board Meetings in any one year without giving notice and reasons, he shall be suspended by the Chair Person from his position of Director, pending consideration of any action necessary by the Board.
- 8.4.6 The Board of Directors shall appoint the Treasurer, or the General Secretary, to be the Association’s Principal Officer. The Principal Officer will inform the Corporate Department of the State Government of Florida, USA, and the US Internal Revenue Service of changes in the composition of the Board and will submit annual reports and changes to the Constitution of the IPDA and its organization on an annual basis.
9 Election and Terms of Office of Directors and Officers
9.1 Each Director and all ex-officio office holders will be elected at an Annual General Meeting, (AGM), for a Term not exceeding 24 months. At the end of that Term they must stand down, but may offer themselves for re-election at the next AGM.
9.2 New Directors and office holders who are appointed by the Board between AGMs to fill a vacant position must also stand down at the next AGM but may offer themselves for re-appointment for a Term of two years.
9.3 At least 45 days prior to each AGM the General Secretary will call for nominations to fill positions that will be vacated at the AGM. Nomination forms must be returned to the General Secretary at least 14 days prior to the AGM. The Ballot papers will be forwarded by email (or letter post) to each member 13 days before the AGM. Members are required to return their Ballot papers to the General Secretary by email (or letter post) to reach him at least 3 days before the AGM.
9.4 The position of Chair Person shall be filled by the Board of Directors from within their own ranks at the first Board Meeting immediately following the AGM.
The Vice Chair Person may or may not be selected by the Board of Directors from within its own ranks when a Vice Chair Person is needed.
The positions of Association Secretary, Treasurer and/or Membership Secretary and other office holders will normally be filled by election at an AGM or EGM.The Board of Directors ,may fill these positions from within its own ranks following the AGM or EGM, or appoint other members as ex officio members to these positions. These temporary appointments shall terminate at the next AGM. The holders may stand for election for a full term of two years as a Director or as ex officio member of the Association.
10 Meetings
10.1 Board Meetings of the Association shall be conducted by means of an electronic chat meeting. Board Meetings shall be held at least once every two months.
10.1.1 Standing board members may use Proxy votes for a board meeting.
Proxies must be in the hands of the secretary not less than one hour before the start of a Board or AGM meeting. In the event the secretary is unavailable, the proxies shall be delivered to the Chairperson. The board member using a proxy is also required to notify the chairperson with the reason for his/her absence, (see 8.1.4 and 8.1.5), and may still be counted as an unexcused absence. The number of proxy votes to be limited to 3 per annum per board member.
Proxies provided to a board member who is also absent cannot be counted except for any specific votes specified.
10.2 Quorum of Board Meetings
The Quorum at all Board Meetings shall be one more than half of the Board Directors in office, including the Chair Person.
10.3 Notices of a Board Meeting
- The General Secretary will convene all meetings after consulting the Chair Person as to suitability of time and date.
A Notice and an Agenda for the meeting will be published not less than seven (7) days prior to the date set for each meeting.
- 10.3.1 Interim Decisions made by email voting in-between Board Meetings
All decisions made by Directors between Board Meetings using the ’email voting’ procedure, must be approved by a majority of the Board Directors taking part, provided the number of Directors participating is not less than a quorum of the full Board of Directors. These decisions must be confirmed at the next regular Board Meeting and recorded in the minutes of that meeting.
- 10.3.2 Records of Board Meetings
The General Secretary will record all meetings of the Board and will issue minutes of the meetings for approval at the next Board Meeting.The minutes of meetings shall be preserved in hard copy format and on CDs or DVD format.
- 10.3.1 Interim Decisions made by email voting in-between Board Meetings
10.4 If there is no Quorum present at a Board Meeting the Chair Person will delay the start of the meeting by fifteen minutes. If at the end of that time there is still no quorum the Chair Person will nominate another day and time and reconvene the meeting.
If there is not a quorum at the reconvened meeting then the Chair Person will cancel that meeting and refer administrative and urgent matters to the Executive Committee and all other matters to the next Board Meeting.
10.6 Sub-Committees
The Board of Directors may establish sub-committees to undertake special projects or to represent a regional area. Sub-committees must conform to the Rules of the Association and to any special By Law set by the Board for that Sub-committee.
- Verification of members present and of Proxies received
- The adoption or amendment and adoption of the minutes of the previous AGM
- Adoption of the Annual Reports from the Chair Person, and the Treasurer, and presentation and adoption of the Annual Audited Financial Statement and Balance Sheet
- (Note: The Chair Person’s Report may incorporate the secretarial and administrative reports)
- Election of members to vacant positions on the Board of Directors and to vacant administrative positions
- To adopt, amend and adopt or reject any special motions including changes to the Constitution and any temporary changes made by the Board in the previous twelve months
- To adopt, amend or reject the Annual Business Plan and Financial Budget
- To appoint the Auditor for the forthcoming year
- Close of meeting.
10.8 Extraordinary General Meeting (EGM)
An EGM shall be called by the General Secretary of the Association upon receipt of a Resolution proposed and seconded and supported by at least 3 other members of the Association.
10.9 Issue of Notices of General Meetings
The AGM – at least 60 days prior to the date set for the AGM, the Secretary shall issue the Notice of Meeting. The Notice will include advance notification of elections to fill vacant offices and will give details of any current office holder who has signified his wish to stand for re-election. The Notice shall be accompanied with nomination forms.
The Notice will also call for Motions for changes to the Constitution and any Special Motions that can only be decided at an AGM (or an EGM).
The EGM – At least 30 days’ notice must be given to members for an EGM to be held.
The Secretary will issue a Notice and Agenda together with details of Motions and or Resolutions which have been received.
All motions and resolutions for an EGM must be proposed and seconded and supported by 4 other members of the Association.
10.10 Quorums at AGMs and EGMs
Quorum of members required at an AGM or an EGM is ten (10%) percent of the total paid-up membership as at the date of the Meeting. Verified Proxy voters shall be counted towards the Quorum. If there is no Quorum present at an AGM or an EGM the Chairperson shall reconvene the Meeting to another convenient date. If there is no Quorum at the reconvened AGM or EGM the Chairperson shall immediately declare the General Meeting closed and call an Open Meeting of the Board of Directors to commence immediately.
He will instruct the Open Meeting to deal with business of the AGM or the EGM as if it was a normal Board Meeting. All fully paid-up members present will be eligible to vote on all issues. If there is no Quorum present to hold an Open Board Meeting the Chairperson shall close the Open Meeting and refer the Agenda to the next normal Board of Directors Meeting.
10.11 Proxy Votes
Members may use Proxy votes at an AGM and at an EGM. The instrument to be used to appoint a proxy will be supplied on request by the General Secretary or it maybe a document prepared by a solicitor. All proxies must be in the hand of the Secretary at least forty-eight hours, (48 hours), before the start of an AGM or an EGM.
11 Regional Activities
The Board of Directors shall establish regional groupings of Members based on the number of members forming a region which has called for representation on the Board of Directors. The minimum number of members required to form a region is five (5).
The Regional Representative must be resident in a region to qualify for appointment as its Director and Regional Representative.
At the discretion of the Regional Director a subcommittee consisting of not less than 5 members maybe established in order to create a harmonious and functioning group that will effectively contribute to the growth in membership and the development of the region they represent. Guidance may be sought from the IPDA Executive Committee as needed although a fundamental guideline is that subcommittee members should be appointed on a country and geographical or population basis in order to ensure an equal and fair as possible representation throughout the region. It is recommended that Representatives be titled as regional representatives/name of the country and/or geographical region they represent.
If funding is required for any regional activity or event a request for funds must be presented to the IPDA Treasurer with full details and estimated costs. This request will be viewed by the Executive Committee .
Each Region will be required to produce an annual budget and activity plan for submission to and approval of the Board of Directors. The region shall also be responsible for submitting to the IPDA Member’s Newsletter Editor items for publication and organizing the recruitment of new members from that region.
Each region shall appoint a Secretary and / or Treasurer who will be responsible for membership, administration and accounting services for the Region. Annual accounts and balance sheets shall be submitted to the IPDA Secretary and Treasurer. Regional Accounts shall be audited and included in the IPDA’s Annual Financial Report to the AGM.
12 Accounts
The Accounts of the Association shall be maintained by the IPDA Treasurer, who shall prepare quarterly returns of income and expenditure. The Treasurer shall also receive annual financial returns from each Region for incorporation into the Annual Financial Report to the AGM.
The Association shall maintain a treasurer’s bank account. All payments from the bank account shall be made by cheque signed by the Treasurer and / or one other signatory.
The Association shall maintain an account with PayPal, linked to the Bank account, and can use the PayPal account where ever possible for payment of expenses not exceeding US$50.00 and for the receipt of membership fees.
13 Funds
The Funds of the Association shall be mainly derived from Annual Membership Fees.
14 Auditor
The Annual General Meeting shall approve the appointment of an Auditor recommended by the Board of Directors. The Board of Directors shall negotiate any audit fee or costs before the appointment of the Auditor is made. The AGM shall give final approval.
15 Changes to the Constitution
All motions to amend, add to or delete any part of the Constitution must be proposed, seconded and supported by at least one other member of the Association and be forwarded to the General Secretary. The Board may also recommend changes to the AGM. The Board of Directors may make temporary changes to the Constitution at any time. These temporary changes must be submitted to the next AGM for confirmation should the Board propose that the changes become permanent.
16 Custody of Records and Privacy
16.1 The General Secretary, Treasurer and Membership Secretary will ensure that the records belonging to the Association are secure and properly preserved. All accounting, correspondence, membership and administrative records and records of Board Meetings, AGMs and EGMs and other meetings such as those concerning disputes and appeals should be held for seven (7) years, or the minimum period according to the Law relating to the preservation of records in the state or country where the Association is registered.
16.2 The Association will ensure that all information held including membership and personal information shall be confidential and secure. No information will be released unless permission is first obtained from the owner of that information.
17 Dissolution
17.1 No dissolution of the Association shall be allowed to be voted on without at least two-thirds (66%), of the membership being present at an Extraordinary General Meeting (EGM) convened for this purpose. Voting on the resolution will be made by members present at the EGM and by members submitting a Proxy Vote in accordance with Rule 10.11.
17.2 If a sixty-six per cent (66%), of the paid-up membership including Proxy voters is not present at the EGM, the Chair Person shall reconvene the meeting at a new date and time.
If at the reconvened meeting a quorum of members is not present then the Chair Person shall declare the Resolution defeated and close the meeting.
17.3 If, in the event it is agreed, in accordance with Rule 17.1, that the Association shall be dissolved , the assets of the Association shall be distributed to approved public purpose(s), by the State Government of Florida (see Section 501( c ) (3) of the Internal Revenue Code, USA).