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Constitution of the IPDA Definitions and Terminology


As the IPDA is incorporated in the state of Florida, we are required to work within the regulations of the "Florida Not For Profit Corporation Act"
In regards to meetings where members may wish to have their say, attention is drawn to section 617.0721 Voting by members.


       Version 7 - Dated July 2011  
     
       (i) Statement of Purpose
(ii) Code of Ethics
(iii) Definitions: rules of the Association
(iv) Index of Contents
 
 
01 Name
02 Non-Profit Organization
03 Membership
04 Membership Fees
05 Record of Members
06 Disputes
07 Breaches of the Code of Ethics
08 Organization: Directors & Officers
09 Elections of Directors and Officers
10 Meetings
10.1 The Quorum
11 Regional Activities
12 Accounts
13 Funds
14 Audit
15 Changes to the Constitution
16 Custody of Records & Privacy
17 Dissolution
18 By Laws
18.4 List of By Laws
18.6 List of Forms



     [i]     Statement of Purpose

The Internet Philatelic Dealers Association was founded on the 23rd February 2002.
On the 7th February 2007, the Association was incorporated under the Corporation Laws of the State Government of Florida, (USA), and the title of the Association became "Internet Philatelic Dealers Association, Inc."

The Association's prime purpose is the provision of professional and advisory services for Members, who are engaged in the philatelic industry ...

To encourage the hobby of stamp collecting; To keep members informed about events, happenings, changes of legislation and Regulations; which may affect the Association and its members

On behalf of the members to liaise with other philatelic bodies and groups representing stamp dealers and collectors over any matter or issue of interest to the Association and its members

To keep members informed of changes to postal rates, rules, regulations and laws including taxation laws and regulations such as VAT and GST, import and export laws and regulations; and the security of mail

To keep members informed of new stamp issues and changes in the technology of production and distribution of postage stamps and other philatelic material

To keep members up to date on trends in the wholesale and retail of postage stamps

To represent the membership in supporting or opposing the introduction of new or changed international, national and / or state regulations which may materially affect the stamp dealing industry, particularly e-trading and the business activities of the Association's members

To publicize the IPDA and its professionalism and reputation and that of its members

[ii]     Code of Ethics

By completing the "application for membership form" and becoming a member of the Association, all members are deemed to have pledged themselves to comply with this Code of Ethics-

To always purchase and sell philatelic material at reasonable and fair prices, giving due consideration to prevailing market conditions and factors and any risk that may be involved in buying philatelic material

To refrain from knowingly dealing in or holding stocks of stolen philatelic material

To refrain from knowingly dealing in counterfeit philatelic material except where the member has publicly and clearly stated that the item(s) for sale are counterfeit

To provide buyers of all material with a written description which, to the best of the members knowledge, accurately and completely describes the condition, identification and specification of the items for sale

To be truthful in all dealings with sellers and buyers and in all advertising and displays of philatelic material

When requested, to give customers advice on philatelic matters which is to the best of the members knowledge is correct, and to refrain from making false or misleading statements, and to always refer the customer  another source of information, when the matter is not the members area of knowledge or expertise

To publicly guarantee a full refund of the purchase price of any philatelic material purchased whenever a customer expresses dissatisfaction with the material supplied

[iii]     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" means the year ending 28th February;

"AGM" means the Annual General Meeting;

"EGM" means the Extraordinary General Meeting;

"Member" means 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 internet stamp dealing industry;

"Financial Member" means a member who is in good standing with the IPDA;

"Entitled to Vote" means a Financial Member;

"General Meeting" means either an AGM or an EGM;

"Code" means the 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 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, Cinderella, philatelic accessories and stationery, stamp albums and stock books, philatelic catalogues, and any 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 primarily on the internet and through other outlets;

"Regional Representative" is a Board Director who represents a geographical region of the world.

"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.

INTERNET PHILATELIC DEALERS ASSOCIATION, Inc       RULES


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-

  1. carried out his duties in a negligent manner, or

  2. was shown to have been guilty of willful misconduct not conducive to the good performance and reputation of the Association, or

  3. was found guilty in a court of law of a breach of the laws of the state / country in which the breach of law occurred;

in which case the protection afforded by Clause 2.3 will not apply.

3     Membership
3.1

Membership of the Association will be open to any person who, in a full-time or part-time capacity, is
  1. an internet web based stamp dealer;
  2. any person who is a regular registered seller/buyer of stamps with a major e-auction;
  3. 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;
  4. is a professional philatelic journalist / reporter;
  5. is a philatelic specialist offering 'certification services', i.e. valuation, certification and / or expertising; and
  6. 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 associations 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.
Any Joining Fee shall not exceed 33% of the Annual Membership Fee.
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 payable on the 1st March for members who joined prior to 31st October 2006
All other member's annual fee will be due on the anniversary of joining the association.

4.3

The Annual Membership Fee amount is displayed on the Association's 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 member's 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.

5.1

Any member may request to be supplied with a copy of the list of members less all personal and financial information.
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 behavior prejudicing the Association, it shall investigate the alleged claim to determine whether the Code has been breached or the alleged behavior 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 Chair Person remain members of the Board.
The Association Secretary, Treasurer and 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 General Secretary, the Membership Secretary and the Treasurer.

8.2

The Board may appoint Directors or ordinary members to be the Publicity Marketing Officer, the Editor of the Member's Monthly Newsletter, the Blog Master, the Web Master and the Librarian, or as a Special Representative / Agent for a special purpose.

8.3

Each Regional Representative shall represent a geographical region of the world.

8.4     Powers & Duties of the Board of Directors & Executive Committee
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 fulfill 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, services and finance.
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

TheChair 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.

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 whenever such a Vice Chair Person is needed.
The positions of General Secretary, Treasurer and Membership Secretary and other office holders will normally be filled by election at an AGM or EGM.
Failing that, the Board of Directors will fill these positions from within its own ranks following the AGM or EGM, or appoint ordinary 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 ex officio member.

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 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 their 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 can not 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 of the Directors 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.

10.4

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

10.5

The Chair Person's Casting Vote
The Chairman will use a casting vote in the event there are an equal number of votes for and against any motion at a 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.

10.7

The Annual General Meeting (AGM) of the Association shall be an OPEN Meeting of the Association held in March each year. The Agenda for an AGM shall be ...
  1. Verification of members present and of Proxies received
  2. The adoption or amendment and adoption of the minutes of the previous AGM
  3. 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).
  4. Election of members to vacant positions on the Board of Directors and to vacant administrative positions
  5. 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
  6. To adopt, amend or reject the Annual Business Plan and Financial Budget
  7. To appoint the Auditor for the forthcoming year
  8. 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 2 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 thirty-three ,(33%,) 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 Chair Person shall reconvene the Meeting to another convenient date.
If there is no Quorum at the reconvened AGM or EGM the Chair Person 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 Chair Person 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.
A Regional Representative may create a regional sub-committee which will be responsible for organizing the affairs of the Association in that region.
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 mot 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).

18     By-Laws
18.1

The Board of Directors may create By-Laws covering the procedures used by the Association.
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, then it shall not be adopted until it is modified and the conflict is removed or the proposed By-Law is withdrawn.

18.2

By-Laws require a two-thirds majority of the Directors at a Board of Directors meeting to be accepted. The Chair Person will have a casting vote.

18.2

List of By-Laws      (Click on the numbered link to view the item)

  • BL001.00 - Accounting and Finance
  • BL002.00 - Advertising, Publicity & Editorial
  • BL003.00 - Annual Business Plan and Financial Budget
  • BL004.00 - Duties and Responsibilities of Directors and Office Holders
  • BL005.00 - Library Policy and procedure
  • BL006.00 - Membership Procedures
  • BL007.00 - Information Technology, Web Site and the Internet
  • BL008.00 - Administrative Procedures
  • BL009.00 - The Confidential List