Constitution and Bylaws
Amended Certificate of Incorporation
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- The name of the corporation is The Collectors Club.
- The particular purposes and powers of the Club are to promote interest in and knowledge of philately, among its members and the public generally-through the encouragement of philatelic research-through the exchange of information with other philatelic organizations, and among its own members at regular meetings for this purpose in the Club’s meeting rooms-through the preparation and distribution of philatelic literature and periodicals-through the maintenance of a philatelic library and reading rooms-through the maintenance of a laboratory with appropriate equipment for the examination and study of philatelic material-through the acquisition and maintenance of a Clubhouse to house all these facilities-through making available certain of its facilities, under supervision, to other and acceptable organizations dedicated to the study of philately-through the holding of public and private philatelic exhibitions-through cooperation and advice to assist schools, hospitals and similar institutions in the organization and conduct of philatelic clubs, and in the instruction of philatelic matters, particularly with a view to enlarge and develop the cultural and historical aspects of philately; the proceeds, if any, therefrom, not to be paid in dividends for the benefit of any person or corporation, but to be applied by the Governors for the improvement and maintenance of its aforesaid facilities, and for the general advancement of philately; and to receive and hold by grant, gift, purchase, deed of trust or devise, and to dispose of and convey any real or personal property, subject to such limitations as the law may prescribe and as these purposes may require for the benefit of the members, but in no instance for pecuniary profit.
- The State of Incorporation of the Club is New York.
- The time for holding the annual meeting of the Club shall be the second Wednesday in January.
- The number of Governors shall not be less than nine nor more than fifteen.
- The office of the corporation is located at 58 West 40th Street, New York City.
- The Club is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law and shall be a Type B corporation under Section 201 of said New York law.
- The Secretary of State of the State of New York is hereby designated as agent of the Club on whom process against it may be served. The post office address to which the Secretary shall mail a copy of any process against the Club serve upon him or her as agent of the Club is 58 West 40th Street, Mezzanine, New York, NY 10018.
[The original Certificate of Incorporation was filed in the office of the Secretary of State of New York on the 14th day of December, 1896, with amendments subsequently filed on January 16, 1940, and June 10, 1947. A Certificate of Report of Existence was filed August 23, 1950, and a Certificate of Type of Not-For Profit Corporation on August 14, 1973. An Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State on July 23, 1999.]
Constitution
Adopted at the Regular Meeting of December 4, 1946. Effective June 10, 1947.
ARTICLE I: Name
The name of this organization shall be The Collectors Club.
ARTICLE II: Members
Section 1.
The members of the Club shall be such persons as shall be elected by the Board of Governors.
Section 2.
The classes of members shall be Resident, Non-Resident, Life, and Honorary, as defined by the By-Laws.
ARTICLE III: Governors
Section 1.
The affairs of the Club shall be managed and controlled by a Board of Governors in accordance with this Constitution and By-Laws.
Section 2.
The Board of Governors shall consist of not less than nine (9) nor more than fifteen (15) Resident and/or Non-Resident Members in good standing, one-third of whom shall be elected in equal classes, each to serve for a period of three (3) years, provided however, up to six (6) of the Governors may, as an option, be held by a member not residing within the 50-mile radius of the Club as required for Resident members. The number of Governors for the ensuing year may be determined at the regular November meeting of the Board of Governors for which due notice of such anticipated action shall be given. However, no Governor may by this action be deprived of membership on the Board of Governors until the termination of the full term for which the Governor was elected.
Section 3.
At each Annual Meeting at which there is a quorum present, the Resident and Non-Resident Members in good standing shall elect a slate of one-third of the Governors by a plurality of the votes cast who shall serve for a full term of three (3) years.
Section 4.
The Board of Governors shall have the power to fill all interim vacancies that may occur in its body by placing in nomination the name or names of any Resident or Non-Resident Member in good standing subject to the requirements as set forth in Section 2 herein. Such election to be made by a majority vote of those present at any meeting of the Board held subsequent to such nomination and the Resident or Non-Resident receiving a plurality of such votes may serve as such Governor until the beginning of the year following such election, at which time the vacancy shall be filled in accordance with the provisions immediately herein preceding this Section.
Section 5.
The Board of Governors at their first meeting after each annual meeting shall elect from among their number a President, a Vice-President, a Secretary, and a Treasurer, who shall hold office for one year or until their successors are elected.
Section 6.
The Board of Governors shall have the power to elect or appoint other than members of the Board, an Assistant to any of the elected officers, without the officer’s powers, with definite designation of duties and at compensation, if any, to be determined at the time of appointment.
Section 7.
The Board of Governors may receive and hold by grant, purchase, deed of trust, or devise, and dispose of and convey any real or personal property, subject to such limitations as the law may prescribe for the benefit of the members but in no instance for pecuniary profit.
ARTICLE IV: Officers and Duties
Section 1.
The President shall preside at all meetings of the Club and the Board of Governors. The President shall designate all appointees and all standing committees, and such special committees as may from time to time be required and shall be ex-officio a member of all committees. The President shall execute on behalf of the Club all contracts and other papers upon instruction from the Board of Governors.
Section 2.
The Vice-President in the absence of the President, shall perform all the duties of the President and act in their place. The Secretary and Treasurer in order named shall act in place and stead of the President if the President and the Vice-President be absent.
Section 3.
The Secretary shall keep a record of all the meetings of the Club and of the Board of Governors in books belonging to the Club and provided for that purpose. The Secretary shall be the corresponding officer of the Club, give all notices of meetings of the members and the Board of Governors, and shall keep all other records of the Club, and shall in general perform all other duties incident to their office.
Section 4.
The Treasurer shall have charge of the finances of the Club, subject to the direction and supervision of the Board of Governors. The Treasurer shall maintain records and render such reports as required by the Board of Governors.
Section 5.
At any meeting of the Board of Governors when all the officers may be absent any Governor may be elected to act as Chairman of that meeting.
ARTICLE V: Removal of Officers
Section 1.
The Board of Governors, with or without cause, by a two-thirds vote of its full membership, may remove any Governor, Officer, or member of any committee. Such action shall only be taken after ten days’ notice shall have been sent to such Governor, Officer, or committee member to the electronic and/or physical address on record, together with a copy of the charges and a date set at which they may appear before the Board of Governors and have a hearing on the charges. The person preferring the charges shall also be required to be present.
ARTICLE VI: Suspension and Expulsion of Members
Section 1.
Any member of the Club, for cause, may be suspended by a majority vote of the Board of Governors for such period as the Board of Governors may deem proper.
Section 2.
Any member of the Club, for cause, may be expelled by two-thirds vote of the Board of Governors. Such action shall only be taken after ten (10) days’ notice in either electronic or written form shall have been sent to the member at their address(s) in the Club records together with a copy of the charges and a date set at which he may appear before the Board of Governors and have a hearing on the charges. The person preferring the charges shall also be required to be present.
ARTICLE VII: Meetings
Section 1.
The annual meeting of the Club shall be held on the second Wednesday in January.
Section 2.
There shall be two regular meetings of the Club in each of the months from September to June inclusive on such days as the Board of Governors shall fix.
Section 3.
A special meeting of the Club may be called by the Board of Governors on the written request of at least seven members addressed to the President and stating the object or reason for calling such meeting. Written notice shall be mailed to each member entitled to a vote, and posted on the Collectors Club website or equivalent at least five days before holding the meeting.
Section 4.
A quorum at any meeting of the Club shall be twenty-five voting members in good standing.
ARTICLE VIII: Cessation of Property Interest
Section 1.
No dividends shall be paid for the benefit of any person or corporation and no property shall be disposed of for the pecuniary profit of any member. No part of the net earnings of the Club shall inure to the benefit of any member or individual. In the event of dissolution, no property, real or personal, shall be distributed to members, but after the payment of all debts, liabilities and obligations, all remaining property shall be applied to the advancement of philately by distribution thereof exclusively for such literary, educational, or scientific purposes as may be deemed advisable by the Governors in dissolution.
Section 2.
All right, title and interest, both legal and equitable which a member may have in and to the property of the Club, subject to the foregoing section, shall cease and terminate in the event of any of the following, (a) the expulsion of such member, (b) the striking of their name from the roll of members and (c) their death or resignation.
ARTICLE IX: Amendments
This Constitution may be amended at any annual, regular or duly and properly called special meeting of the Club, at which the required quorum of twenty-five (25) Resident and/or Non-Resident members shall be present, by a vote of two-thirds of the members present and voting, provided that notice of the proposed amendment shall have been posted on the Collectors Club website or equivalent for a period of at least thirty (30) days preceding said meeting.
Bylaws
Adopted at the Regular Meeting of December 4, 1946. Effective June 10, 1947.
ARTICLE I: Membership
Section 1.
Resident Members shall be such persons over the age of eighteen (18) years (a) as may have a place of business or be employed in the City of New York or (b) reside within a fifty mile radius of Columbus Circle in the City of New York (as determined from the most recent edition of “Google” or such similar maps).
Section 2.
Non-Resident Members shall be such persons over the age of eighteen (18) years who reside and are employed entirely outside the areas mentioned in Section 1 above. Should a Non-Resident’s qualification change to that of a Resident Member, they shall be transferred to that classification forthwith.
Section 3.
Any member may change the classification of their membership from Resident to Non-Resident or from Non-Resident to Resident, upon notification to the Board of Governors and, and subject to such adjustment as the Board of Governors shall decide.
Section 4.
(a) Resident Life Members shall be such members as may qualify under Article III hereof. They shall be entitled to all privileges of Resident members. (b) Non-Resident Life Members shall be such as qualify under Section 2 of Article III hereof. And shall be entitled to all the privileges of the category of non-resident member in which they fall. If a Non-Resident Life Member shall thereafter reside or work within the area specified in Section 1, the Board of Governors shall determine what adjustment in membership classification shall be appropriate.
Section 5.
Honorary Members shall be such members as the Board of Governors may deem deserving of such honor, elected by the unanimous vote of the whole Board when two-thirds of the whole Board are present. Honorary Members shall not be required to pay dues and shall be entitled to hold all privileges of Club membership, including the right to hold office and serve as a Governor.
Section 6.
The decision of the Board of Governors in the determination of the eligibility of any applicant for any class of membership shall be final.
ARTICLE II: Membership Privileges
Section 1.
Honorary, Life, Resident, and Non-Resident members in good standing shall be entitled to vote at any meeting of the Club, to hold office or to have and hold any fiduciary interest in the property or assets of the Club.
ARTICLE III: Life Membership
Section 1.
Life Membership. Life membership fee shall be twenty times the maximum Resident Membership dues.
Section 2.
Non-Resident Life Membership. Non-Resident Life membership fee shall be twenty times the dues in effect for such category of Non-Resident membership at the time.
ARTICLE IV: Initiation Fees
Section 1.
The initiation fee for members shall be such sum as may be fixed and determined by the Board of Governors.
ARTICLE V: Annual Dues
Section 1.
The annual dues will be established for each membership category by the Board of Governors as the Board shall from time to time determine changes to be necessary.
Section 2.
All dues shall be payable in advance: (a) For all members on the rolls at the end of the year, the dues shall be billed and payable January 1 of each year. (b) For members elected during the year, the dues shall be billed and payable as of the first of the calendar month immediately preceding the date of election on a prorated basis as determined by the Board. This proration may be amended by the Board from time to time by a majority vote
Section 3.
Any member in default in payment of dues for a period of more than sixty (60) days may be suspended or expelled by the Board of Governors.
ARTICLE VI: Rules for Admission
Section 1.
Every applicant for admission to the membership of the Club must be proposed in writing by one member and seconded by another member.
Section 2.
Accompanying the written application for membership shall be letters from the proposer and seconder stating the qualifications of the proposed new member. Where the proposer is a member of the Board of Governors, letters may be dispensed with. Membership in a National Organization such as the American Philatelic Society, Royal Philatelic Society of Canada, or Royal Philatelic Society (London) can serve as a reference.
Section 3.
Applications shall be posted on the Club website or equivalent for a period of thirty (30) days, and shall be submitted to the Board of Governors at their proximate meeting during or after this time.
Section 4.
Members shall be elected by the Board of Governors.
Section 5.
Two negative votes by the Board of Governors shall exclude an applicant from admission to the Club.
Section 6.
Applicant shall pay the initiation fees and dues at the time of application for membership as per Article V, Section 2. Should applicant fail to timely pay the aforesaid fees and dues, the Board of Governors shall not consider the application for membership. In the event the Board of Governors denies the application for membership, the initiation fees and dues shall be refunded promptly to applicant.
ARTICLE VII: Governors
Section 1.
The Board of Governors shall hold regular meetings once a month. Meetings for months of July and August may be omitted.
Section 2.
Special Meetings may be called by the President and shall be called upon the request of three (3) Governors. Notice of Special Meetings shall be given at least two (2) days prior to the holding thereof.
Section 3.
Life, Honorary (as qualified as per Article I, Section 8) Resident, and Non-Resident members shall be eligible to be elected as Governors provided, however six (6) of overall Governor’s positions on the Board of Governors may, as an option, be held by a member not residing or working within the 50-mile radius of the Club as required for Resident members.
Section 4.
A quorum shall be one-half of the Board of Governors.
Section 5.
Any Governor absent from four (4) consecutive meetings without proper excuse may be dropped by the vote of the Board of Governors, but by not less than six (6) affirmative votes.
ARTICLE VIII: Committees
Section 1.
There shall be the following standing committees:
- House Committee
- Library Committee
- Membership Committee
- Program Committee
- Publications Committee
- Finance Committee
Section 2.
The President may appoint an Executive Committee to serve in an advisory capacity.
Section 3.
There shall be such other committees as the Board of Governors may from time to time determine to be necessary.
Section 4.
All committees shall be appointed by the President, to whom they shall report and of which the President shall be an ex-officio member.
Section 5.
All standing committees shall perform such duties as their titles indicate and shall promulgate such rules and regulations as they may prescribe, subject to the approval of the Board of Governors.
Section 6.
The President may, with the approval of a majority of a quorum of the Board of Governors, appoint Regional Representatives, not to exceed twenty (20) in number. The duties of the Regional Representatives will be such as the Board of Governors may from time to time prescribe. All Regional Representatives must be members in good standing and shall serve at the pleasure of the Board of Governors.
ARTICLE IX: Library and Library Funds
Section 1.
The Library Fund shall be maintained as property of the Club. In case of dissolution of the Club, the Library and such portion of unexpended income of said fund as may be needed for the purpose, to the extent possible under the circumstances of such dissolution, shall be transferred to an appropriate institution to carry out the philatelic, educational and scientific purposes thereof; any balance of principal and income of said Fund thereafter remaining to be general assets of the Club.
Section 2.
The principal of said Fund and any accretions thereto shall be invested in such manner as approved by the Board of Governors.
Section 3.
The interest on this fund shall be available only for the purchase of new material and the preservation and maintenance of the existing material in the Library.
Section 4.
The Club may set aside and transfer to the credit of the Library fund a portion of its annual dues, which shall be used only for permanent fixtures or improvements of the Library. The unexpended balance at the end of the fiscal year shall be transferred to the principal of the Library Fund.
Section 5.
The Library shall be under the care and supervision of a committee who shall be appointed by the President, to serve for one year and thereafter until their successors are appointed.
Section 6.
One of the Committee shall be designated as the Librarian.
Section 7.
The Librarian and the Committee shall make rules and regulations for the ordinary use of the Library, subject to the approval of the Board of Governors.
ARTICLE X: House and Replacement Fund
Section 1.
The Club House and Real Estate shall be maintained as property of the Club and in charge of the Board of Governors.
Section 2.
The Club shall set up and maintain a separate and permanent fund to be known as “House Replacement Fund.”
Section 3.
The money of this fund shall be invested in accordance with the approval of the Board of Governors.
Section 4.
The money of this fund shall only be expended for additions to the property, legal assessments or extraordinary repairs and then only upon the approval of not less than two-thirds of the entire Board of Governors.
Section 5.
The Capital Fund is created to provide a source of income for the general maintenance, use and operation of the Club. Expenditures therefrom may be made only from income thereof, but no expenditure shall be made until the total of such fund (either from contributions, accumulated income or other means) shall equal the amount of One Hundred Thousand ($100,000) dollars or more (if the Board of Governors shall so determine). No payments of principal may be made, except with the unanimous consent of the Board of Governors at a special meeting called to consider such payment at which at least three-quarters of the Board members are present.
ARTICLE XI: Publications
Section 1.
The Board of Governors shall have the power to originate and continue such publications as they may deem required for the best interest of the Club and the advancement of philately, and shall make such rules for the production of, and such prices, as they may deem sufficient for these publications.
Section 2.
The Editor or Managing Agent of such publication shall be appointed by the President, under such designation of duties, privileges and compensations as the Board of Governors may determine and fix.
ARTICLE XI: Fiscal Year
Section 1.
The fiscal year shall be the calendar year.
ARTICLE XIII: Nominations
Section 1.
The President shall each year, at least six (6) weeks before the date of the annual meeting, appoint a Nominating Committee to consist of at least three (3) members who are not at the time members of the Board of Governors.
Section 2.
The Nominating Committee at least thirty (30) days prior to any annual election shall notify the Secretary of its nominations for vacancies on the Board of Governors.
Section 3.
The nominating Committee shall also post a copy of their nominations on the Club Website or equivalent at least thirty (30) days prior to the coming annual meeting.
Section 4.
Seven or more members may nominate members for election to the Board of Governors, by written notice to the Secretary at least twenty-five (25) days prior to the coming annual meeting, which names shall be promptly posted on the Club Website or equivalent by the Secretary.
ARTICLE XIV: Voting
Section 1.
All voting shall be in person or by proxy.
Section 2.
Honorary, Life, Resident, and Non-Resident members in good standing shall be entitled to vote.
ARTICLE XV: Order of Business
The order of business of all Meetings shall be unless voted otherwise:
- Roll Call
- Reading of Minutes
- Communications
- Reports
- Unfinished Business
- New Business
- Elections (if any)
- Adjournment
ARTICLE XVI: Amendments
Section 1.
These By-Laws may be amended at any annual regular or duly called special meeting of the Club at which the required quorum of twenty-five (25) members qualified to vote shall be present, by a majority vote of the members present and voting, provided that a notice of the proposed amendment shall have been posted on the Club website or equivalent for a period of at least thirty (30) days prior to the meeting, and a copy of the proposed amendment be available in either paper or electronic form to each and every voting member of the Club at least fifteen (15) days before the meeting.
This version incorporates the revisions of 3 June 1998, 12 January 2011, 11 January 2017 and 12 January 2022.
These amendments to the Constitution of The Collectors Club were approved on January 14, 2026, by vote of the Membership at the annual meeting on that date.
- If willing to serve, the Club’s immediate past president shall be added to the Club’s Board. If the immediate past president chooses not to serve, the next most recent past president shall be provided the opportunity to serve as the immediate past president on the Board.
- The immediate past president shall have the same rights and privileges as any member of the Board and is eligible to serve as an officer of the Club.
- In the event of a tie vote before the Board, the president shall cast the deciding vote.
- All the past presidents serving on the Board as of January 8, 2025, and thereafter, shall be offered the opportunity to serve as an “emeritus governor.” An emeritus governor, while not a member of the Board, shall be able to serve as an officer, attend all Board meetings, and receive all correspondence provided to the serving governors. Emeritus governors will not have a vote at Board meetings but will have a vote within any committee of the Club, of which the emeritus governor is a member.
- The Club shall always ensure that a majority of the Board is comprised of resident members. If, due to the resignation or death of a Board member, the number of residents on the Board no longer constitutes a majority, this must be addressed at the Club’s next annual meeting.
- The president shall nominate members of the Nominating Committee for the Board’s review and approval by June 30, prior to the next annual meeting.
- The Nominating Committee may consult with any member of the Board; however, their deliberations remain independent from the Board and its members.
- No officer shall serve in any individual officer position for more than six consecutive years.
- No member of the Board shall serve continuously for more than twenty years.
- The term-limit stipulation in this set of amendments will take effect four years after the amendment’s approval.
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