Article I - Name The name of this organization is the Pacific Northwest Numismatic Association, Inc., as incorporated in the state of Oregon. The abbreviated name is PNNA. Article II - Objects The objects and purposes of this association are to promote, extend, and protect the interests of numismatists and numismatic activities throughout the Pacific Northwest (Oregon, Washington, Idaho, Montana, British Columbia, Alberta, Yukon Territory, Northwest Territories, and Alaska) and to foster and encourage the study of numismatics in all of its forms. Article III - Membership and dues Section 1 - The membership of the PNNA consists of individual members, family members, honorary life members, paid life members, and club members. Section 2 - Application for individual, family, life, or club membership will be made in writing in such form and under such conditions as the board of directors may prescribe. Section 3 - Honorary life membership will be awarded only by vote of the membership at an annual meeting, except that as each president leaves office s/he may be elevated to honorary life membership by the incoming board of directors. Section 4 - Each member is entitled to all privileges of the association, including the right to vote, to hold office (except clubs), and to receive any publications of the association. Each family membership is entitled to two votes (both voters, any two members of the family unit as recorded on the PNNA membership rolls, must be present to exercise this right when voting in person is required); each member club has one vote. Section 5 - Dues for the four classes of paid membership will be set by the board of directors. Dues are payable on January 1st of each year. Dues are delinquent if not paid by one month following the annual meeting of the same year; members not paid by that time will be dropped from the rolls. Article IV - Officers Section 1 - The officers of the association are president, vice president, secretary, and treasurer. Section 2 - The officers of section 1, ten elected directors, an appointed dealer-director, and the immediate past president compose the board of directors. Section 3 - Officers and directors must live in the PNNA’s geographic region (see article 2). A nominee for president must have served or be serving as an officer or director of the PNNA. Section 4 - The elected directors should be nominated from as many locations throughout the PNNA’s membership area as possible. The dealer-director is appointed by the president from the members who are also dealers. Section 5 - All terms of office are two years, from installation at the annual meeting in an even-numbered year until the installation of the following slate of officers and directors at the annual meeting two years later. Section 6 - Officers and elected directors will be elected according to procedures adopted by the board of directors and attached to these bylaws. In the event an office becomes vacant before its term has expired, the president will nominate and the board of directors will appoint a replacement. Article V - Duties of officers Section 1 - The president will preside at all meetings of the PNNA and its board of directors; will decide all points of order according to Robert’s Rules of Order; and will perform all other duties incident to the office. The president will establish all committees, appoint their chairs, and serve as a member of each committee. The president will appoint the editors of PNNA publications, who may further appoint their own editorial staffs. The signature of the president will be filed at all banks at which the PNNA does business, with authority to disburse funds in case of the absence or incapacity of the treasurer. The president may authorize the treasurer to pay routine operational expenses of the PNNA and capital expenses up to $500 without reference to the board of directors. Section 2 - The vice president will assume the duties of the president in case the latter is absent or unable to act, and will at all times aid and assist the president. The vice president will coordinate the work of all members of the board of directors; will act as liaison to the member clubs; and will assume such additional duties as are assigned by the president or the board of directors. Section 4 - The secretary will keep minutes of all meetings and carry on such correspondence as is necessary to the business of the PNNA. The secretary will be the custodian of all current and past membership records and all retired records of other officers. Section 5 - The treasurer will handle all monies belonging to the PNNA; will receive all dues and other revenue of the PNNA, depositing them in the PNNA’s bank accounts; will render a written report of same at each scheduled meeting of the PNNA or its board of directors; and will disburse funds to pay routine operational expenses of the PNNA, and capital expenses up to $500, upon the authorization of the president. Unusual expenses and capital expenses of $500 or more must be approved by the board of directors before being paid. Section 6 - Each elected or appointed director and other board members should visit each local coin club in his/her area of residence once annually. Board members will act as liaisons between the PNNA and local numismatic organizations, offering the services of the PNNA in furthering local clubs’ objectives. Directors will work under the guidance of the vice president and are expected to attend all board meetings called by the president. Article VI - Meetings and conventions Section 1 - There will be an annual meeting each year. If there is also a convention, the annual meeting will be held in conjunction with the convention. A quorum for an annual meeting will consist of fifteen members present in person, including representatives of member clubs (who may be required to show a current membership card for each club being represented). Section 2 - At least two additional meetings of the board of directors will be called by the president each year. A quorum for a board meeting will be five members of the board of directors. The dates and tentative locations of the board meetings for the following year will be announced within one month following the annual meeting. Geographic locations for board meetings should be as diverse as possible. Section 3 - The place and date of each convention will be determined by the board of directors at least one year in advance. Profits from a PNNA-sponsored convention up to $500 will go to the host club or organization. If profits exceed $500, the PNNA will receive 25% of the profits in excess of $500 from the host club or organization. In the case of a financial loss, the PNNA will underwrite the loss up to a $500 limit. Article VII - Discipline Section 1 - A member having a grievance against another member may file a complaint with the president, who will refer it to a grievance and discipline committee for investigation. The member accused will be asked to present rebuttal of the complaint. Section 2 - The committee will make a recommendation to the board of directors, who may discipline a member found guilty of improper conduct by expulsion, suspension, or other sanction, upon a two-thirds vote of the members present at a scheduled board meeting. Section 3 - A member expelled for misconduct may petition the board for readmission (again by two-thirds vote) two years after the complaint has been resolved. Article VIII - Amendments The constitution and bylaws of the PNNA may be amended at any time by the consent of two-thirds of the members who respond to a mail ballot. Votes will be counted thirty days following mailing of the proposed changes to the membership. All amendments become effective upon approval. ELECTION PROCEDURES At the off-year annual meeting the president will appoint an election committee chair. In the last quarterly publication of the Nor’wester of that year, the president’s message will contain a call for nominations for the offices named in article IV section 1 of the constitution and for ten directors. Nominations are to be made in writing and received by the election committee chair by March 1st. A list of nominees will be sent to the secretary, who will confirm that all nominees are members in good standing. Upon verification, the election committee chair will send a letter of acceptance to each nominee for his/her signature. The signed letter of acceptance will indicate the nominee’s willingness to serve and to perform the duties of the office for which nominated, and the ability and willingness to attend the annual meeting and the board meetings that would be scheduled during the proposed term of office. The election committee chair will provide a ballot to the secretary to be included with the 2nd quarter issue of the Nor’wester (or to be mailed separately) so that each member may vote before the annual meeting. All election ballots must be received by the election committee chair no later than one week before the annual meeting. The chair will meet with the other members of the committee to tabulate the ballots. The report of the election committee will be signed by all members of the committee. The election committee chair or the president will announce the election results at the annual meeting, prior to which the results of the election will be held confidentially by the committee.