Constitution of the IPDA Definitions and Terminology

In these Rules, adopted by the 1st Annual General Meeting held on 5th October 2004 unless stated the the following terms apply

IPDA means the Internet Philatelic Dealers Association

Association means the IPDA

Financial Year means the year ending 31st March

AGM means the the Annual General Meeting

EGM: Extraordinary General Meeting

Member: means an individual Internet stamp dealer or a company operating as a stamp dealer; it may also include other organizations such as Philatelic Auctioneers and Philatelic Publishers

Financial Member: means a member who has no Monies outstanding to the IPDA

Entitled to Vote: means Financial Member

General Meeting: means either an AGM or an EGM

Code: means Code of Ethics

Proxy: means 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: means any and or all of mint and used postage stamps, revenue and duty stamps, stamp covers, postcards, First Day Covers, mini-sheets, postal history, singles, blocks, accumulations, collections, kiloware, bundles, mailed newspaper wrappers and postmarks, Cinderella’s, philatelic accessories and stationery, stamp albums and stock books, philatelic catalogues, soft ware and other equipment and material used by stamp collectors and dealers

Internet Philatelic Dealer or an Internet Based Stamp Dealer: means a person or a company that buys and sells postage stamps and other philatelic material for a profit on the Internet and in other ways

Regional Representative: is a Board Director who is also the representative of a geographical region of the world.

In these rules unless the contrary intention appears. A/ words in the masculine gender shall include the feminine gender and words in the singular shall include the plural and words in the plural shall include the singular.

INTERNET PHILATELIC DEALERS ASSOCIATION RULES AND BY LAWS

01 The name of the Association shall be the “Internet Philatelic Dealers Association”

02 Non profit organizations. The assets and income of the Association shall be applied solely in furtherance of the Association’s Statement of Purposes as listed on this page.

(ii). No portion of any asset or income shall be distributed directly or indirectly to the membership of the Association except as authorized reimbursement of expenses incurred on behalf of the Association.

03 Membership of the Association will be open to any Internet Based Stamp Dealer subject to the following rules:

3.1 Applications for membership must be made using only the official application form (available on the Association’s web site at http://www.ipdaonline.org / com ), or from any other place as advertised by the secretary or the treasurer.. The application must be accompanied with the appropriate membership fee (see table of fees in the application form) .

3.2 An applicant for membership of the Association shall by completing and submitting the application form be deemed to have read and agreed to follow the Associations Code of Ethics.

3.3 Applicants who are engaged full-time or part-time in the business of stamp dealing may apply for membership of the Association. The prime qualification for membership is to be engaged in selling philatelic material by using the Internet;

3.4 Applicants are encouraged to support their application with trade references from other stamp dealers, philatelic trading organizations or philatelic societies and to provide evidence of Internet activity by quoting their URL address, e-auction activity ID and an e-mail address;

3.5: Applications are approved by the Association when a majority of the Board Members have voted in favor of the applicant after the application has been displayed for at least three weeks in the Members Applications List of the IPDA web site at www.ipdaonline.org / com

3.6: Objections to the acceptance of an application maybe lodged by any Member of the IPDA within the application display period of three weeks. The objection must be in writing and posted or sent by e-mail to the Secretary of the Association and it must contain the reasons and facts supporting the objection;

3.7: The Board of Directors will consider the grounds for an objection and may request further information from the “Objector” or the Applicant”. The Board will not divulge the reasons for refusing an application except where the applicant has not satisfied the qualification for membership set out in Rule 03 sub-sections 3.(2), 3(.3) and 3(4)

3.8: Grades of Membership

3.8.1 Founding Members: applies to the Ten Members who formed the Association on 23rd. February 2002.

3.8.2 Foundation Members: comprises those members who joined Association after 23rd. February 2002 and before the 31st. March 2003;

3.8.3 Dealer Member: applies to all members who have satisfied the qualifications for membership set out in Rule 03 subsections 3.2 to 3.4

3.8.4 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 he will continue to receive the IPDA Members newsletter and any other benefits of membership. A Retired Member may be appointed to a non-executive office of the Association;

3.8.5 Honorary Life Membership: maybe awarded to a member who is deemed to have given distinguished service to the the Association. Nominations for this award maybe made by at least four other members signifying their support for the award. Honorary Life Members are exempted from the payment of membership fees without loss of benefits.

3.8.6: A member who is a ““company” shall nominate himself or another officer of that company to be the company’s Nominee and that person shall be entitled to all the normal Benefits of membership.

3.8.7: Where as member’s circumstances change and he becomes ineligible to continue as a member or a member in a particular grade, then he must advise of the change in his circumstances within thirty days of that change taking effect. The Board will consider what action needs to be taken and direct the Secretary to convey its decision to the member.

3.8.8: Where a company member changes the name of the company he must so advise the Secretary within 30 days of the event. The Association will deem the membership canceled and will immediately issue a new membership under the new company name for the balance of time the previous membership had left.

3.9: Appeals. An applicant whose application for membership has been refused may appeal against the decision. The appellant should submit the grounds upon which his appeal is based to the Association Secretary. Any appeal must be made within 14 days of the receipt of the letter or e-mail advising that his application was unsuccessful. The decision of the Board concerning these appeals shall be final.

3.10 Resignation. A member may resign from the Association on giving one months notice by posted letter or e-mail. The Board of Directors may accept or not accept the resignation.

04 Membership Fees

4-1 The Board of Directors may introduce a Joining Fee to be paid on joining the Association and in addition to the Annual Membership Fee, if it considers such a fee is desirable. Any Joining Fee shall not exceed 33% of the annual membership fee;

4-2 The Annual Membership Fee is payable by the 31st. March each year. The amount of the Fee is reviewed annually by the Board of Directors before the Annual General Meeting who must also approve the Fee. The amount of the Annual Membership Fee shall be displayed in the Membership Application form on the Association’s web site at www.ipdaonline.org /com

05 Registrar of Members. The Secretary and the Treasurer shall jointly maintain an up to date Record of members and their business particulars. They shall also display the list of members, and current applications for membership, on the Association’s web site. Any member may request to be supplied with a copy of the members list. All information contained in the Association’s membership records shall be confidential except those particulars a member chooses to display on the Association’s web site.

06 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’s to form a Disputes and Reconciliation Sub-Committee.

6.3: If the Associations 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

07 Breaches of the Code of Ethics

7.1 If the Board of Directors becomes aware that a member is in serious breach of the Associations Code of Ethics, including behavior prejudicing the Association, it shall investigate the alleged claim to determine whether the Code has been breached 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 shall be given the opportunity to present his 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 in breach of the Code of Ethics, may apply one or more of the following:

censure the member: require the member to stand down from any office of the Association which he may hold: require the member to stand down as a Director of the Association: rule that the member will not be able to be elected as a Director of the Association or take up any office in the Association for a given period: expel the member

08 The Board of Directors & the Executive committee

8.1 The Board of Directors shall comprise not less than eight (8) Directors, including the Chair Person, the Secretary and the Treasurer who shall be the Executive Committee. The remaining Directors include Regional Representatives. The Board will also select one of its members to be the Vice Chair Person but this person will not be a member of the Executive Committee except when he is acting in place of the Chair Person.

8.2 The Board may also appoint Director’s or members to be the Marketing and Promotions Manager, Publicity Officer, Editor of the IPDA Member’s Monthly Newsletter and Web master in-charge of the IPDA web site.

8.3 The number and location of Regional Representatives shall depend upon the number and distribution of members, the demand for regional representation and the availability of candidates for these positions.

8.4 Powers & Duties of the Board of Directors & Executive Committee

8.4.1 The Board of Directors powers comprise, but are not limited to, The borrowing of money and the raising of funds, including for Mortgages and/or charges on Association assets and property and to determine whatever actions are considered necessary to protect the Association and its assets, to fulfill the Association’s purposes and to maintain efficient services to and for all members;

8.4.2 The Board may appoint members to fill casual vacancies on the Board and to other offices of the Association

8.4.3 The Executive Committee shall administer the Association’s affairs. Their duties comprise the conduct of all administrative functions covering membership, membership services and financial services, to maintain the Association’s assets and to properly and promptly report the performance of these functions to the Board and to members

8.4.4(a) Directors of the Association will be stood down from Office should they fail to attend three consecutive meetings of the Board, without giving any prior notice or reason to the Chair Person.

Where such action is taken the Chair person will advise the Director that he is suspended from Office pending confirmation by the Board of Directors.

8.4.4 (b) Directors of the Association will be stood down from Office should they fail to attend a minimum of 50 per cent (50%) of the meetings of the Board in any one year (commencing from the date of the last AGM), regardless of the reasons for the absences. Where such an action is taken the Chair person will advise the Director that he is suspended form Office pending confirmation by the Board of Directors.

09 Elections of Directors & Officers

9.1 Each Director and all other office holders will serve for a period of 24 months. At the end of that time they must stand down but may offer themselves for re-election;

9.2 Members who have been appointed by the Board to fill a vacant position on a temporary basis until the next Annual General Meeting must stand down at that meeting but may offer themselves for appointment for a period of two years;

9.3 At least 42 days prior to each A.G.M. the Association Secretary will call for nominations to fill vacant position and those positions about to be vacated at the A.G.M Nominations must be returned to the Secretary at least 21 days prior to the A.G.M. Ballot papers will then be forwarded by e-mail (or letter post) to each member, who are required to return their Ballot papers to the Secretary by e-mail (or letter post) to reach him at least 7 days before the A.G.M.

9.4 The positions of Chair Person, Secretary and Treasurer are appointed by the Board of Directors from within their own ranks at a Board Meeting called immediately after each A.G.M, although the Board may if it considers it is desirable appoint other members of the Association who are not Directors to fill the roles of Secretary and Treasurer as ex-officio members of the Board. Ex-officio members of the board will not have a vote at Board Meetings.

10 Meetings

10.1 All meetings of the Board of Directors will be conducted by means of an electronic chat meeting held on the second and fourth Tuesday (US time) each month or at other times as agreed to by the Board.

10.2 The Quorum. The quorum at all Board Meetings shall be a simple majority of the members of the Board, including the Chair Person;

10.3 Notices. The Secretary shall convene all meetings of the Board and issue a Notice with an Agenda to Directors not less than 72 hours prior to a meeting;

10.4 If there is no quorum present at a meeting the Chair Person will delay the start of the meeting fifteen minutes. If at the end of that time there is still no quorum the Chair Person will nominate another day and time to reconvene the meeting. If there is no quorum at the reconvened meeting then the Chair Person will cancel that meeting and refer administrative matters to the executive Committee and all other matters to the next Board Meeting;

10.5 The Chair Person will use a casting vote in the event there are an equal number of votes for and against any motion at any meeting of the Board or at any General Meeting of the Association. The Chair Person otherwise does not exercise a normal vote.

10.6 The Board of Directors may establish sub-committees to undertake special projects. Sub-committees must conform to the same Rules as those set down in these Rules for the Board of Directors and to any special rules set by the Board for that Sub-committee.

10.7 THE ANNUAL GENERAL MEETING ((AGM) The Annual General Meeting (AGM) of the Association shall bean OPEN Meeting of the Board of Directors held in May each year. The AGMs Agenda shall consist of : The adoption or amendment and adoption of the minutes of The previous AGM: Adoption of the Annual Reports by the Chair Person, the Secretary and the Treasurer including the Audited Annual Financial Statement and Balance Sheet (the Chair Person’s Report may incorporate the Secretary’s Report if that is desired): Election of members to vacant positions on the Board of Directors and to other vacant positions; To adopt, amend and adopt or defeat any special motions including changes to the Constitution and any temporary changes made by the Board in the previous twelve months; To consider and decide any special matters raised by the Board or the Executive Committee ; To appoint the Auditor for the next year.

10.8 Extraordinary General Meeting (EGM) An EGM shall be called by the Secretary of the Association upon Receipt of a Resolution proposed and seconded and supported by at least 4 other members of the Association.

10.9 Issues of Notices of Meetings AGM: At least 70 days prior to the setting of the date for the AGM the Secretary shall issue the Notice of Meeting. The Notice will include notification of elections for new Directors and other officers and 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 any motions for changes to the Constitution and other special matters 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. The Secretary will issue a Notice and Agenda for the together with details of Motions and or Resolutions which have been received. All motions and resolution must be proposed and seconded and supported by 4 other members of the Association.

10.10 Quorums at AGMs and EGMs. The quorum of members required at an AGM or an EGM is fifty-one per cent (51%) of the total membership. Proxy voters shall be counted in the quorum.

10.11 Proxy Vote 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 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

11.1 The Board of Directors shall establish regional groupings of Members based on the number of members resident a region and calls for representation on the Board of Directors. The minimum number of members required to form a region is five (5).

11.2 The Regional Representative must be resident in a region to qualify for appointment as a Director and Regional Representative.

11.3 A Regional Representative may create a regional sub-committee which will be responsible for organizing the affairs of the Association in that region and arranging and managing activities for members. 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.

11.4 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 bank account. All payments from the bank account shall be made by cheques signed by the Treasurer and one other signatory, either the Secretary or the Chair Person. The Association shall open an account with PAYPAL and use this where ever convenient for payment of expenses and receipt of Moines such as member’s annual membership fees.

13 Funds The Funds of the Association shall be derived from Joining Fees, Annual Membership Fees, Donations, sales of advertising space in the Member’s newsletter or on the IPDA web site, other sales and forms of income authorized by the Board of Directors or the AGM from time to AUDIT The Board of Directors shall appoint an Auditor at each AGM. The Auditor shall not be a member of the Association. The Board of Directors shall agree any audit fees before the appointment of the Auditor, should payment of fees become necessary

014 AUDIT The Annual General Meeting shall approve the appointment of an auditor recommended by the Board of Directors. The Auditor shall not be a member of the Board and preferably not of the Association. The Board of Directors shall agree any audit fees or expenses before the appointment of the Auditor, should any become necessary.

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 four other members of the Association and be forwarded to the Secretary at any time but not later than 21 days before an AGM or at any time if the proposal includes a call for an EGM. 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 wish the changes to become permanent.

16 Custody of Records and Privacy

16.1 The Secretary and the Treasurer must ensure that the records belonging to the Association must be securely 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 up to seven (7) years, or the minimum period according to the Law relating to the preservation of records in the state or nation where the Association’s registered office is located.

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 : No dissolution of the Association shall be allowed without two-thirds (66.66%) of the membership voting in favor of a Resolution to this effect at an EGM called specifically to deal with the Resolution. Voting on the resolution maybe by voting at the EGM or by a Proxy Vote made in accordance with Rule 10.11. If two-thirds of the membership are not present at the EGM or do not submit a Proxy and the quorum of fifty-one per cent (51%) of the membership are not present 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.

17a That in the event it is agreed in accordance with this Rule that the Internet Philatelic Dealers Association should be dissolved, the Board of Directors, or whomsoever shall be appointed by the Members at an EGM to implement the dissolution, will determine the division of the assets and funds of the Association to be gifted to other Philatelic Organisation's) with Purposes and Ethics similar to those possessed by the IPDA or in the absence of any such suitable organization the Directors may gift the assets and funds to charitable institutions supported by the Philatelic industry".

018 By-Laws Adopted at the 2nd 2005 and 3rd 2006 AGMs

18.1 The Board of Directors may as they deem justified make By-Laws.

18.2 Such By-Laws shall not have prominence over the Rules of the Association. If any proposed By-Law will conflict with a Rule of the Association it shall not be adopted until it is modified and the conflict is removed.

18.3 By-Laws shall be approved by a two-thirds majority all of the Directors.

18.3 The By-Laws will contain the procedures, guidelines, copies of the forms used and the job descriptions of the roles of Regional Director and Officer Bearers. Each document or By-Law shall be numbered in sequence commencing with number “BL-001” and will be listed in an Index attached to this constitution. Each By-Law will , where relevant, quote the number of the Rule(s) of the Association it supports or is derived from.

18.04   Index of By Laws