Bylaws, Ethics, Policies, Charter, Constitution, Fundraising and Donor Guidelines
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Life Members shall be those individuals who are now Life Members and those individuals who pay the requisite Life membership fee designated by the Association.
Any public or governmental museum, archival institution, library or school, and any private, non-profit museum, archival institution, library, school or foundation may become an Organizational Member provided the applicant is approved by the Executive Director. Any applicant for an Organizational membership shall submit to the Executive Director, at his or her request, copies of such applicant's organization and/or governing documents, except this requirement shall not be necessary for public or governmental museums, archival institutions, libraries or schools.
Membership applications and advance dues shall be transmitted to the Association, and, upon the Association's receipt thereof and any necessary verification, the applicant shall be deemed to be a member of the Association, with all the rights of membership as provided in these bylaws. Any former member who has been expelled or suspended must reapply to the Board of Governors for re-instatement and cannot apply for membership as a new member.
The duties of assigning membership numbers and database designations of membership classes and sub-classes are reserved to the discretion of the Association and its administrative staff. Reinstatement of lapsed members and the assignment of prior membership numbers is reserved to administrative staff. The policies and procedures thereof shall be set forth in the Policy Manual.
A member may resign from the Association upon written notice to the Association. Any member who resigns while he or she is indebted to the Association in any manner shall not be eligible to reapply for membership until such indebtedness is fully paid. Any member who resigns while bylaw or ethics violations are pending shall not be eligible for membership unless his or her application for membership (or request for reinstatement) is approved by the Board of Governors.
The Executive Director shall maintain advertising policies and procedures in the Policy Manual and shall administer such policies as directed by the Board of Governors. Such policies will deal with advertising in the Association's publications, the Association's website, and advertising in other publications or websites when Association membership is referenced by the member-advertiser.
The Elected Officials of the Association shall be a President, a Vice President and seven Governors. The term "Governor," as used in these bylaws, refers to the seven officers elected as Governors. The terms "Board," "Board of Governors" and "Board Members" refer to the body composed of seven Governors, the President and Vice President. Only the Elected Officials of the Association shall be permitted to vote in any matter to come before the Board.
There shall be a standing Executive Committee which shall consist of the President, Vice President, Executive Director, Immediate Past President and General Counsel. The President may convene the Executive Committee on matters of importance as the President deems appropriate. The Executive Committee shall consider and review any matter designated by the President and make recommendations to the Board as to any issue upon which the Executive Committee believes action should be implemented. The President may invite participation of such other persons, Officers or Governors where their participation would assist in the discussion and recommendation of the subject matter to be reviewed.
The Immediate Past President, not otherwise an elected Governor, shall serve as an ex-officio, non-voting member of the Board of Governors. In the event that the Immediate Past President cannot or declines to so serve, the President and/or the Board may request that the next previous Past President, the Chair of the Advisory Council or such other person as is approved by the Board to attend Board meetings in this same capacity.
A quorum for the transaction of business at any meeting of the Board of Governors shall be seven voting members. An affirmative vote of not less than a majority of those Board members in attendance at a Regular Meeting shall be required to adopt all motions except changes to the bylaws that are governed by Article XIV.
The President shall have the right to vote at Board meetings.
Meetings shall be conducted according to the edition of Robert's Rules of Order specified by the Parliamentarian (or the Secretary, if no Parliamentarian is appointed), except as otherwise herein provided.
Meetings of the Board of Governors shall be held at each Association convention, with no fewer than four additional meetings during each fiscal year. Any member of the Board of Governors and/or any Officer who cannot be physically present at any meeting of the Board of Governors may attend by any of the following methods: telephone or electronic conference, video conference, or any combination of the foregoing methods whereby the member not physically present can communicate with the other Board members during the meeting.
It shall be the policy of the Association that meetings of the Board of Governors, other than votes by mail or electronic communication media, be conducted in open session, except for deliberations and/or votes involving personnel, including hiring, compensation, and termination thereof; contractual and litigation matters; awards; or such deliberations that the Board members, after due consideration, decide merit confidentiality. Prior to ending an open session for the purpose of going into a closed executive session, there shall be a vote to that effect by the Board, with a vote of the majority of those present required to go into closed executive session.
The President, Vice President and seven Governors shall be elected biennially in odd-numbered years to serve for two years.
All Governors shall be elected at large. The seven candidates for Governor receiving the highest number of votes shall be elected.
The Executive Director shall cause a current list of the nominees who have received the required number of nominations, and the actions of the nominees thereon, to be published in the issues of The Numismatist for March through June, inclusive, of the election year. The Executive Director shall obtain and publish in the June issue of The Numismatist for such year a photograph, a biography and the candidate's platform, not exceeding 350 words in length, of each nominee who has accepted a nomination, and shall furnish sufficient copies of all of the foregoing to the firm designated in Section 5 of this Article VII for transmittal with the ballots to all of the members entitled to vote. Said biography shall include a record of the nominee's services to the Association and to numismatics in general. A photograph, biography and platform will not be published and transmitted with the ballots for any nominee who has not transmitted such items to the Executive Director in sufficient time to be received by the Executive Director on or before March 31 of said election year.
An independent tabulating firm designated by the Board of Governors shall cause the names of all nominees who have so accepted to be printed on official ballots. The places of residence of the nominees shall not appear on the ballots. Each ballot shall bear an inconspicuous mark or marks that shall enable such firm to distinguish an official ballot from a falsified ballot. To preclude any nominee from having a more favorable position on the ballots, the ballots will be printed in five or more separate sets, with the names of the nominees thereon to appear in a different priority of sequence on each set. All decisions of said firm as to the inconspicuous mark or marks to be placed on the ballots and the priority of sequence of names shall be final and may not be contested.
At least 10 days prior to the opening day of the election-year Anniversary Convention, the Executive Director, by written and/or electronic communications, shall announce to all candidates and to members of the numismatic media who customarily receive announcements from the Association the number of votes obtained by each candidate for each office. Those elected will be installed at the banquet of the Association at said convention; will assume their duties at the next Regular Board Meeting at said convention (or, in case of exigency, as soon thereafter as the President can convene a meeting of the Board of Governors); and will hold office until their successors are duly elected and declared installed.
If a vacancy shall occur in the office of the Vice President for any reason, the Board of Governors shall elect an eligible member of the Board to fill such vacancy for the unexpired term of the Officer replaced. If no Governor meets the eligibility requirements under Article VI, Section 2(d), that requirement shall be waived and the Board of Governors shall elect a current elected Governor to fill such vacancy for the unexpired term of the Vice President to be replaced.
If any Governor's position becomes vacant for any reason, such vacancy shall be filled by the person who failed to be elected as a Governor by the least number of votes in the most recent election. Each subsequent vacancy shall be filled in like manner by the person who in turn failed to be elected as a Governor by the next least number of votes. If no one meets the eligibility requirements for succession, that requirement shall be waived and the Board of Governors shall elect an eligible ANA member to fill such vacancy for the unexpired term of the Governor to be replaced.
The Editor of The Numismatist may not accept for publication therein anything favorable or unfavorable to any person who has announced his or her candidacy for Association elective office and/or who has received sufficient nominations therefor to be a candidate in an Association election during the period commencing with the "Call for Nominations" and continuing through the close of voting; provided, however, that such Editor may accept paid advertising that promotes a person's candidacy for Association office and that is not derogatory to another candidate, and biographies submitted pursuant to Section 4 of this Article VII. This section shall not prohibit regular columnists from publishing their regular monthly columns, provided that the content of such column shall not be permitted to promote their candidacy, or promote or oppose any other person's candidacy for elected office. The decision of the Executive Director shall be final in determining whether anything is favorable, unfavorable or derogatory.
Any one or more of the defeated candidates in an Association election shall be entitled to an election recount to be conducted by said independent tabulating firm by written application and by advance payment to the Association of the cost thereof. Such request and payment shall be made within 15 days after all defeated candidates have been informed of the election results. If it is determined as a result of said recount that such applicant or applicants were, in fact, elected, the cost of the recount will be refunded by the Association to the person or persons paying therefor, and the ANA may endeavor to obtain reimbursement for such costs from said tabulating firm.
Each Officer and/or Elected Official whose service ends shall deliver to the Executive Director, upon request, all books, records, papers, electronic data and media, and other property of the Association in his or her possession.
No member may make or publish any false, misleading, libelous or slanderous statements regarding any candidate.
No advertisement, e-mail, webpage or electronic messaging relating to an ANA election (nor any envelope or wrapper therefor) shall include any name, abbreviation, device or address that will in any manner indicate or imply the Association's endorsement of, or opposition to, any candidate.
Any Member violating any of the preceding provisions shall be subject to expulsion, suspension or other disciplinary action therefor by the Board of Governors.
The duties of the General Counsel shall be to provide legal services on behalf of the Association to
the Board of Governors, the Executive Director and the Association as may be requested or required. The General Counsel may appoint local counsel to perform legal services on behalf of the Association in connection with Association conventions and litigation occurring outside of the state of residence of the General Counsel, subject to approval by the Board of Governors, provided, however, that all expenditures for local counsel shall be subject to any limitations imposed by the Board of Governors. The General Counsel shall attend all Board of Governors meetings, unless excused therefrom when his or her compensation and/or performance is discussed by the Board.
Elected members of the Board of Governors, the Executive Director and other Corporate Officers are ineligible to serve concurrently as another designated Officer or Special Officer. However, with the approval of not less than six Board members, the Secretary and/or the Treasurer may be appointed and also serve as either the Parliamentarian or the Historian, but not both. Association employees may not serve as Appointed Officers or Special Officers, except that an Association employee shall be permitted to assist the Secretary in the performance of his or her duties at the request of the Secretary.
The Audit Committee shall audit such reports and accounts as may be referred to it and report there on to the Board of Governors and the Executive Director. The Board of Governors may retain the services of a Certified Public Accountant or firm of public accountants to audit the books of the Association.
The Association shall meet in convention at least once every year, at such time and place as may be decided upon by the Board of Governors. The time and place thereof shall be officially announced by the President in at least one issue of the official magazine, published prior to said convention.
The Association welcomes gifts and bequests of numismatic material, numismatic literature, funds, securities and other properties to be used for the purposes set forth in its Federal Charter, such gifts and bequests to be made directly to the Association or to its Endowment Fund Trust. A donor may direct the Association or the trustee of said Endowment Fund Trust to allocate the objective of his or her gift or bequest to one or more of the following purposes: a) library; b) museum; c) numismatic education; d) general operating fund of the Association; or e) such additional purpose or purposes as shall be authorized from time to time by a majority vote of the Board of Governors of the Association in conformity with its Federal Charter.
Any donor of a gift or bequest of a value specified in the Policy Manual shall receive recognition by having his or her name published in The Numismatist, except that any such gift shall be published as anonymous at the donor's request.
The Executive Director shall keep a permanent record of all gifts and bequests and issue receipts therefor to the donor or his or her estate at the time such gift or bequest is received, and inform the Board of Governors of all such gifts and bequests in his or her monthly report.
A gift of any material that the Association does not desire to keep for its museum, library or educational purposes may be sold and the proceeds thereof used for the purpose for which said gift was made, or if no purpose was designated, for such purpose as the Association determines is in the best interests of the mission and purpose of the Association.
All Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority shall act in accordance with the purposes and mission of the Association to serve the interests of the membership. In addition, they shall exercise prudent oversight of the Association assets, keep strict accounts, make every effort to achieve the purposes of the Association, and account for their stewardship of the affairs and business of the Association to the membership.
Elected Officials shall exercise an appropriate duty of care in their stewardship of the affairs of the Association. The level of attention required as a fiduciary in all matters related to the organization constitutes a "duty to be informed" as to the affairs of the Association. This means Elected Officials have a responsibility to become informed about an issue before making a business decision relating to the issue. An Elected Official will fulfill the duty of care if, prior to making a decision, he or she seeks out and considers all material information reasonably available to him or her. To fulfill the duty of care, Elected Officials should follow deliberate procedures and consult with appropriate committees, officers or employees of the organization or other outside experts in making corporate decisions. In discharging this duty, this may require going beyond what is provided to the Board by in-house staff, including consulting with outside experts, seeking input from employees with knowledge of the facts and, above all, asking thoughtful and probing questions. In the conduct of the affairs of the Association, there may be circumstances where Elected Officials may not simply rely on the word of senior management without further inquiry; in those circumstances, the duty of care requires further inquiry.
The duty of loyalty requires all Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority to act in the interest of the Association rather than in their respective personal interests or the interests of some other person or organization. The duty of loyalty encompasses an obligation of all Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority to avoid conflicts of interest. A violation of this duty may result in personal liability for a breach of fiduciary duty. With respect to the Association, such a breach may allow a court to void the corporate transaction in which a conflict was present.
The duty of honesty requires all Elected Officials, Officers, Special Officers and key employees with financial or other decision-making authority to act in a trustworthy manner with regard to all aspects of their dealings with the Association; and to provide honest and forthright information with respect to any information provided to others. Answers in response to any inquiry as to the affairs of the Association shall be accurate, complete and forthright. With regard to information that other Elected Officials, Officers and Special Officers will rely upon to make decisions, the information provided shall be honest, accurate, complete and forthright.
In all circumstances where the Board of Governors is required to make decisions on behalf of the Association, Officers, Special Officers and key employees with financial or other decision-making authority, shall provide full, complete, accurate and honest information with respect to all aspects of any matter on which the Board shall act. This requires not only the disclosure of information that would support a decision which the staff desires to implement, but any contrary information that would impact any such Board decision.
An Elected Official, Officer, Special Officer or employee of the Association (and also any member of the Association) shall not purport to testify as a representative of the Association in any court or administrative proceedings, except with the approval of the Board or except in response to a subpoena or court order requiring him or her to testify as a representative of the Association. No Officer or individual Board member may approve his or her own right to testify in the Association's behalf. This provision shall not apply if the Association is a party to any litigation and the attorney(s) representing the Association request that any such person give testimony on behalf of the Association.
The Association may not enter into any contract or agreement that would obligate or require an expenditure of more than $25,000 without prior review and approval by the Board of Governors; nor may the Association enter into any contract or agreement that would encompass a period of time greater than one year (including renewals) without prior review and approval by the Board of Governors.
All instances of unusual expenditures outside of the scope of the normal business transactions of the Association, and including any contracts or agreements, shall be submitted to the Board of Governors for review and approval.
Elected Officials, Officers, Special Officers and key employees are prohibited from taking any action or doing any act that could jeopardize the Association's 501(c)(3) nonprofit status.
Elected Officials, Officers, Special Officers and key employees should maintain confidential those matters discussed in executive session or which, by their nature, shall and should remain confidential.
Reproduction of the Association's seal or logo shall be used for no purpose other than official stationery and official publications, except with the written authorization or approval of the Board of Governors. An ANA member may utilize the ANA membership logo next to his or her name only to indicate his or her status as an ANA member.
Whenever a due date for any action falls on a Saturday, Sunday or holiday, the due date for such action shall be extended to the next business day.
The official publications of the Association shall be its monthly journal,The Numismatist, and any associated, informational newsletters. As far as it is possible to do so, The Numismatist, together with the Association's official website, shall be the Association's official means of communication with its members. The Association retains the sole right to determine the form in which those publications shall be provided to members. Publications that are in print format and which require postal delivery are subject to additional fees and costs over and above the cost of electronic distribution. Association dues may provide for differing rates depending on the method in which a member elects to receive official publications.
The fiscal year of the Association shall be from November 1 to October 31.
Amendments to the bylaws require an affirmative vote of six members of the Board of Governors.
Article XIV, Section 2, above may not be amended in substance or revoked without complying with the publication and other requirements therein.
Any proposed bylaw amendment must be submitted to the Board of Governors in writing for review and comment at least 14 days prior to any vote thereon.
All Board Members (including those who have been awarded a bourse table at an ANA convention) shall receive reimbursement for all travel, meals and necessary incidental expenses incurred in attending an ANA convention and shall attend all Association Board meetings and other functions during such convention.
A Board Member will not be eligible to receive during his/her term of office any award given to him/her by a vote of the ANA Board of Governors.
A Board member may file a written complaint against another ANA member, but may not orally argue in support of his/her complaint at any Board meeting in the absence of the party against whom the complaint is filed. He/she may supplement such written complaint by written statements and other evidential matters, provided that copies thereof are furnished to the other party prior to taking any disciplinary action. A Board member may orally answer questions of other Board members regarding such complaint. A Board member may not vote at a meeting of the Mediation Committee or at a meeting of the Board with respect to any complaint made by him/her or against him/her.
A Board member may not vote at a Board meeting in behalf of any proposal in which he/she has a financial interest or which involves a financial interest of any company or firm with which he/she is associated as an owner, director, employee or representative; but, such Board member should provide the other Board members with pertinent information regarding such proposal and financial interest. A Board member's ownership of less than five percent (5%) of the corporate stock of any company or his/her financial interest that may be remotely but not directly enhanced by a vote in behalf of the proposal before the Board (for example, the awarding of a numismatic auction to a firm to which a Board member has consigned coins) will not be deemed to be an ownership or financial interest sufficient to disqualify a Board member from voting. Notwithstanding the foregoing, a Board member should be encouraged to bring to the attention of the Executive Director or the Board any proposal that such Board member considers to be for the benefit of the Association, notwithstanding the fact that the foregoing provisions preclude him/her from voting with respect thereto.
An elected or appointed official of the Association (and also any member of the Association) shall not purport to testify as a representative of the Association in any court or administrative proceedings, except with the approval thereof by the Executive Director, General Counsel or the Board of the Association or except in response to a subpoena or court order requiring him/her to testify as a representative of the Association. No such official may approve his/her right to testify in the Association's behalf. In the event that an official of the Association testifies solely in his/her own behalf in any court or administrative proceedings involving a criminal prosecution or a civil action involving fraud or other unethical conduct and in the event that his/her office or offices in the Association are known to those participating in such proceedings or are disclosed in such proceedings by way of establishing credentials or otherwise, such official will disclose at such proceedings that he/she is testifying only in his/her own behalf and not as a representative of the Association, and will refrain from using language that would indicate or infer that his/her testimony reflects the views of the Association or its members. As every person is presumed innocent until proven guilty, an Association official may testify in his/her own behalf as a witness for an accused party. An Association official may not commit perjury or condone conduct that is obviously illegal or unethical. In the event that a person is convicted of a criminal offense, an Association official may make a recommendation to a court or other tribunal regarding the severity or leniency of a sentence by reason of such person's character or for any other legitimate reason. However, unless authorized to do so by the Association as hereinbefore provided, such official shall, under no circumstances, use Association stationery for that purpose; sign any letter, document or paper for that purpose as an official of the Association; or in any way indicate or imply that his/her recommendation or views represent those of the Association. An Association official who is a practicing attorney may represent an accused party in a criminal proceeding or a party who is accused of fraud or other unethical conduct in a civil proceeding.
A Board member shall make no reference to his/her office in the Association in any commercial advertising unless such reference is approved by the President, Executive Director or the Board for use in an advertisement that promotes only the Association or an Association project.
A Board member shall serve all members of the Association impartially and provide no special privilege to any individual member on the basis of friendship or such Board member's business, family or personal relationship with such individual member or by reason of any unlawful discrimination.
Each Board member shall keep confidential all information entrusted or known to him/her by virtue of his/her office to the extent that such information, by its very nature, is confidential or proprietary or is labeled or designated as such (including, but not by way of limitation, information relating to activities and contractual matters conducted for the purpose of raising funds required for ANA to conduct its tax-exempt educational activities).
A Board member shall not engage in activities for personal gain at the expense of the Association, nor use "insider" information gained as a result of his/her office to promote his/her private interests.
A Board member or candidate for election to the Board may not accept any gift(s) of money in any amount or any gift(s) of any other item(s) having an aggregate value in excess of $100 in any calendar year from any person or company which does business or which is reasonably expected to do business with the Association pursuant to a written contract requiring the approval of the ANA Board during the term for which such Board candidate has been or seeks to be elected; provided, however, that a Board member may accept any gift that is available to the general public (such as the acceptance of a free, frequent flier airline ticket) or a gift that is of direct or indirect benefit to the Association (such as a complimentary hotel room, meals or travel expense reimbursement that would otherwise be paid for by the Association). In the event that a Board member has received a gift in violation of the foregoing from a contributor to whom the awarding of a contract is to be voted upon during said Board member's term of office, such Board member will disclose that fact to the Board and shall abstain from voting thereon in the event that such Board member's vote is required in order to award the contract to such contributor. The term "gift" shall be deemed to include a campaign contribution. The prohibition against a Board member accepting a gift or contribution from any company shall be equally applicable to a gift or contribution from any officer or partner of that company or any person having more than a five-percent (5%) interest in the profits in that company. A person's donation of time in conducting or participating in a campaign on behalf of a Board candidate should not be deemed to be a gift under the preceding provisions.
A Board member shall not make any promises or commitments on behalf of the Association unless authorized to do so by a majority vote of the Board or as otherwise provided by the Bylaws.
A Board member shall maintain the highest standard of personal conduct; promote and encourage the highest level of ethics within the numismatic profession; and maintain loyalty to the Association.
Any violation of the provisions of the preceding Sections 1 through 14 will be grounds for expulsion or suspension from membership in the Association or other disciplinary action to be imposed by a majority vote of the Board. Such vote will be taken on the basis of a complaint made by any Board member, officer, employee or member of the Association. The accused Board member shall be notified in writing of the charge against him/her and of the date set for the Board’s consideration thereof by any form of reasonable delivery, provided that a return receipt or other acknowledgment of receipt is obtained, at the address last furnished to the Association, and such notice shall be sent at least 30 days prior to the date of such meeting. Said charge shall not be referred to the Mediation Committee.
Federal Charter and Constitution
Approved May 9, 1912; amended April 10, 1962.
U.S. Statutes at Large, 62nd Congress, 19111913, Vol. 37, Part 1, Public Laws, as amended by Act of April 10, 1962, 87th Congress, Public Law 87433.
CHARTER 106.—An Act to incorporate the American Numismatic Association.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, that
H.O. Granberg of Oshkosh, Wisconsin; William A. Ashbrook of Johnstown, Ohio; Henry Chapman of Philadelphia;
J.M. Henderson of Columbus, Ohio; Howland Wood of Brookline, Massachusetts, together with such persons as they may associate with themselves, and their successors, be, and they hereby are, constituted a body corporate of the District of Columbia.
Section 2. That the name of such body corporate shall be “American Numismatic Association,” and by that name it shall have perpetual succession.
Section 3. That the objects of the said corporation shall be to advance the knowledge of numismatics along educational, historical and scientific lines in all its various branches; to assist in bringing about better cooperation between all persons interested in the coinage, circulation, classification, collection, sales, exhibition, use and preservation of all coins, bills and medals; to acquire and disseminate trustworthy information bearing upon these topics; to promote greater popular interest in the science of numismatology, and for the particular purpose of bringing the numismatists of America into closer relations with one another, and of promoting friendly feeling for one another through social intercourse, the interchange of ideas and discussions of mutual interests; to acquire, own, hold, and dispose of such personal property and own real estate for its own use, as may be necessary to properly carry into effect the purposes herein set forth; and to perform all such other acts and things as may be necessary to the full carrying into effect the said purposes, but such purposes do not include operations for pecuniary profit.
Section 4. That the principal office of said Association shall be in the District of Columbia, but the Association through its representatives shall have power to establish and maintain such other offices throughout America as the business of the Association may require.
That the control of such cor
Section 6. That the Board of Governors shall have the power to make such prudential bylaws and regulations as they may deem proper for the management and control of the business and affairs of the Association not inconsistent with this Act or the laws of the United States of America.
Section 7. That said Association shall further have power to have and use a common seal and to alter and change the same at its pleasure; to sue and be sued in any court of the United States or other court of competent jurisdiction; to take or receive for the purposes of the Association any gift, grant or device; and to accept and administer any trust for the purposes of the Association.
Section 8. That this Act shall be subject to alteration, amendment or repeal at the pleasure of the Congress of the United States.
Section 9. That this Act shall take effect immediately on its passage.