Bylaws of the International Bank Note Society
Members
Page 8 of 11
Article VII. Meetings
Section 1 - Regular Executive Board Meetings
The Executive Board shall meet formally in regularly constituted session at least three (3) times annually (four (4) times in election years):
- at a time and place proximate to the International Paper Money Show held annually in late spring/early summer in the United States.
- at a time and place proximate to the London International Paper Money Bourse sponsored by the IBNS London Chapter and held annually in London in early October.
- at a time and place proximate to a Paper Money / Bond and Share “Maastricht” convention held annually in the spring in Central Europe.
In an election year, the newly elected board will meet within two (2) days of its installation, also at the late spring/early summer venue in the United States.
Section 2 - Ad-Hoc Executive Board Meetings
The Executive Board may be scheduled to convene at other times during the year. Notice of the time and place of these meetings will be furnished by the President to each member of the Executive Board at least fourteen (14) days prior to the meeting.
Section 3 - Quorum
The quorum for a scheduled Executive Board Meeting shall be five (5) voting members, at least three (3) of whom shall be elected Officers of whom one (1) shall be the President, the First Vice-President or the Second Vice-President. If none of these three (3) named Officers will be in attendance, the President may appoint and empower another Officer to act as “ad hoc presiding Officer.”
Section 4 - Extraordinary Executive Board Meetings
The Executive Board may be called into unscheduled extraordinary session by five (5) members, three (3) of whom must be elected Officers, and all five (5) of whom must be present at the meeting. Each member of the Executive Board must receive fourteen (14) days notice, in writing or electronically, of the time and place of the meeting, said notice to include the reason(s) for which the meeting is to be called and the agenda of business to be conducted, to which the business of the meeting will be restricted. Quorum for such extraordinary Board Meetings will be the five (5) members calling the session plus one (1) additional elected Officer. Any business transacted at an extraordinary session must be ratified by the Board at a regularly constituted meeting held within six (6) months or it will automatically become null and void.
Section 5 - Online Executive Board Meetings
- The Executive Board may be called to internet session by the President to discuss and vote on (a) motion(s), excluding bylaw amendments, unless the internet session is conducted using video, at the request of any member of the Executive Board. Should the President fail to act on the request within fourteen (14) days, a subsequent request by a minimum of five (5) voting members, of whom at least three (3) must be elected Officers, will require the President, or in the event of his absence or incapacity, the First Vice-President, to circulate notice of the proposed session within seven (7) days. Notice of the proposed session, and the motion(s) to be presented in this session, must be circulated at least seven (7) days prior to the date of the start of the session to all Executive Board Members, by internet to the email address of the members notified to the General Secretary. One third (1/3) of all members of the Board (including ex-officio members) will be required to notify receipt of their notice of the proposed session and the motion(s) during the seven (7) day notification period, for the internet session to become a formal meeting.
- Discussion and voting will be announced by the General Secretary following receipt of enough responses to start the meeting. The start and ending time for any period must be given in Greenwich Mean Time (GMT) and must include a weekend. All discussion will take place on the Directors’ Forum. The method of voting will be determined and communicated by the General Secretary.
- The motion(s), properly notified in advance and seconded during the discussion period, shall be open to online debate for a period of ten (10) days from the start of the online session. Amendments to the notified motion(s) may be proposed and seconded during this period; however no other motion can be presented or voted on during the session. There will be a period of one (1) day after the discussion period for the General Secretary to determine the voting procedures.
- If there are no amendments to a motion, the motion can be voted upon in a period of seven (7) days placed after the end of the discussion period. If there are any amendments to the motion, the amendments first have to be voted upon in one (1) or more separate voting periods of seven (7) days each, placed after the discussion period. The winning amendments, if any, will be merged into the motion, which then will be voted upon, in the final voting period of seven (7) days.
- The requirements set forth in b., c., and d above shall not apply if the internet meeting is conducted using video. In this case, the meeting will be conducted as it would in person.
- A motion or amendment will be passed if the majority of those voting (which can include Board Members who did not acknowledge the call for the meeting) favor it. The motion or amendment fails if fewer members vote than a majority of those originally acknowledging the meeting.
- Votes will be collated by the General Secretary, or another Board Member nominated by the General Secretary, and the results announced on the Directors’ Forum within twenty-four (24) hours of the close of the voting as the official record. The General Secretary will arrange that the result will be announced in the IBNS Journal.
Section 6 - Annual General Meeting
The Annual General Meeting of the membership shall be held at a time and place proximate to the International Paper Money Show. The quorum at the Annual General Meeting shall be five (5) members, of whom three (3) must be members of the Executive Board. A notice of the time and place of the Annual General Meeting shall be furnished to the members by publication in the IBNS Journal at least sixty (60) days prior to the date of the meeting.
Section 7 - Special General Meeting
A Special General Meeting may be called upon thirty (30) days notice by any fifteen (15) members, of which at least three (3) must be elected members of the Board. A quorum at a Special General Meeting shall be fifteen (15) members, of whom at least five (5) must be elected members of the Executive Board. The notice calling such a meeting shall contain the purpose for calling the meeting and no other business may be transacted. Any business transacted at such a meeting will become null and void unless ratified at the next Annual General Meeting of the society.
Section 8 - Rules of Meetings
All meetings and other business of the IBNS shall be conducted in accordance with the Articles of Incorporation and these bylaws, and such other rules of order as are established from time to time by amendments thereto. Where not specifically covered, Robert’s Rules of Order will govern. The President, or person chairing the meeting in the President’s absence, will be responsible for ensuring that a true and accurate record is made of all proceedings, and that arrangements are made for the recording, transcription, and distribution of same.
Section 9 - Voting
Voting, and references to majority or specific percentages required to pass an action under consideration, unless otherwise indicated herein, refer to votes cast in person by members present.
- Proxy voting is specifically prohibited in the conduct of any IBNS business.
- In any Executive Board Meeting, the President or person chairing the meeting in the President’s absence may, at his sole discretion, determine that the issue at hand deserves consideration by all members of the Board. The Board, however, may override this determination by a three-fourths (3/4) affirmative vote of all voting members present, in which case the issue shall be considered and voted upon. Absent such override, the question before the Board shall be processed as follows: the issue, after having been reduced to writing, shall be considered and voted upon, with a recorded vote taken indicating how each member, by name, voted (FOR, AGAINST or NOT VOTING). Within seven (7) days, the President will send, with the recorded vote attached, the proposal, either in writing or electronically, to each Board Member whose vote had not been recorded at the meeting, for his FOR, AGAINST or NOT VOTING vote. The number of Executive Board Members voting will then be used to determine majority or percentages. On the thirtieth (30) day after the Board Meeting, the President will record all votes received and report the results to the entire board. Should either the seven (7) day or thirtieth (30) day events not take place on schedule, the recorded vote taken at the meeting shall become final.