INTERNATIONAL SCOUTING COLLECTORS ASSOCIATION, INC. (ISCA)

BY-LAWS

Inaugural Form and Approved

January 30, 2001

Revisions:

R1 - October 17, 2002

R2 - January 18, 2004

R3 - April 28, 2004

R4 - August 1, 2006

R5 - January 21, 2010

R6 - February 23, 2014

Section 1

NAME:

The name of this organization shall be the INTERNATIONAL SCOUTING COLLECTORS ASSOCIATION, INC., a not-for-profit corporation.

Section 2

PURPOSE:

The purpose of the International Scouting Collectors Association, Inc. (ISCA) is to educate the membership and the public in the heritage of Scouting through the collecting and the fellowship of trading of Scouting related badges and memorabilia:
1. by providing for the exchange of information about the hobby through the publishing of a quarterly newsletter and through the world wide web; and
2. by holding educational seminars on the history of Scouting through memorabilia;
and
3. by sponsoring of trade-o-rees and other events for the purposes of promoting ethical collecting conduct; and
4. by any other related legal activities as determined by the Executive Committee and/or Board.

Section 3

MEMBERSHIP:

1. Being Scout-minded, the International Scouting Collectors Association (ISCA) shall be open for membership to anyone, accepting those persons provided for in other sections of these by-laws.
2. Members shall be one of two classes: Regular Members and Life Members.
3. Regular members shall pay yearly dues as set by the association’s Board.
4. Life members shall pay a one-time fee as set by the association’s Board, and no further dues thereafter. Life memberships are non-transferable from one person to another person. Note: Life members (and Regular members) that wish to receive a hard copy of The Journal must pay the annual fee for a hard copy of The Journal (as defined below).

5. International members may be charged a higher rate as appropriate to reflect the higher costs of serving international members as set by the association’s Board.
6. Special consideration may also be given to youth members (in the form of reduced membership fees) as set by the association’s Board.
7. All members are entitled to all rights and privileges of the association including the right to a vote on any motion before the membership at any regular or special meeting of the members.
8. A member shall be considered in good standing if his/her dues are paid in a current status, and no action has been taken against them as specified in these by-laws.
9. A member may be asked to resign and/or be refused renewal of his/her membership for unethical practices in trades; or by infractions (including business practices) of the International Scouting Collectors Association Ethics Policy, and/or the Scout Oath and Law, as determined by the Board.

Section 4

ETHICS POLICY:

The Ethics policy of the International Scouting Collectors Association is as follows:

I will:

S et an example in which all ISCA members will take pride

C onsciously, fairly represent items of Scout memorabilia

A lways follow the rules of the event that apply to trading

E xtend the hand of friendship to all collectors

T rade or sell no patch that I know to be a fake or reproduction without disclosing the fact

H elp new collectors get started

I mpress on new collectors the importance of ethics in trading;

C urrently be eligible to be registered in Scouting

S trive for fairness in all actions consistent with the Scout Oath & Law.

Section 5

OFFICERS:

1. There shall be a President.

2. There shall be Vice Presidents for Administration, Activities, Communications, Finance, Legal, and Marketing/Promotion.
3. There shall be an Executive Committee responsible for making decisions unless the decision is specifically designated as a responsibility of the Board. The Executive Committee shall include the President and the Vice Presidents.
4. The term of office is three (3) years and is renewable.
5. The Past-President shall automatically serve a three (3) year term as an officer/voting member of the Board.

Section 6

THE BOARD:

1. The President, Vice Presidents and Board members at large are members of the Board (10 Board members at large or as deemed necessary by majority vote of the Board as documented in meeting minutes of Board meetings).
2. The term of office for each member of the Board shall be three (3) years based on the calendar year.
3. The President shall be also serve as the Chairman of the Board.
4. A Board member may be relieved of his or her position by a two-thirds (2/3rds)
majority vote of the Board for failing to perform his/her assigned duties.
5. One person may hold only one Board office at one time.
6. Board vacancies shall be filled by appointment of the President until the next regularly scheduled elections.
7. The President will assume the duties and responsibilities of the position formerly known as “Chairman.”
8. If the President’s position is vacant, the Board will vote to elect a new President
(as determined by majority vote of the Board).

Section 7

DUTIES OF ELECTED OFFICERS AND MEMBERS AT LARGE:

1. The President is responsible for presiding over the Executive committee and the
Board.

2. The President is responsible for determining the duties and responsibilities of Vice Presidents. The President is also responsible for other duties and responsibilities as defined elsewhere in these by-laws.
3. Each Vice President is responsible for duties as assigned by the President. Vice Presidents shall organizationally report to the President. Each shall also report their accomplishments to the Board at least annually.
4. Board members will serve in an-large capacity unless they are assigned to a specific position to help carry out the responsibilities of the Vice Presidents. Positions created will organizationally report to the Vice President creating the position.

Section 8

MEETINGS:

1. Meetings of the Board shall be held at the call of the President or by the petition to the President of any five (5) members of the Board. These meetings are typically held at least annually.
2. All Board meetings will be noticed at least ten (10) days prior to the date thereof.
3. In the case of a regular Board vote, a simple majority vote of the Board members voting on the motion is required to pass unless the motion brought is to reverse the decision of the Board on a prior motion, or the motion itself is a motion to amend the by-laws. In such cases, a two-thirds (2/3rds) vote of the entire Board is necessary to pass the motion.
4. All members of the Board shall have one vote except that the president shall only vote in the event of a tie. All members of the Board may only vote if present at the Board meeting, in person, via telephone, mail or email if authorized. Proxy votes are not allowed.
5. Upon petition to the President, with fifty percent (50%) of the entire Board, any issue brought before the Board may be called to a Board vote. The President (or as delegated to the Vice President of Administration) will send by mail or by e-mail any written proposal of the issues to all voting Board members. The President will conduct a final vote by mail, e-mail, telephone conference and/or at a Board meeting. All motions brought before the Board, other than to make a change to the by-laws, require a simple majority vote of the Board members present to pass. However, to later change the specific decision of that motion, a two-thirds (2/3rds) vote of the entire Board is necessary.
6. Regular or special membership meetings shall be held at the call of the President or by a petition to the Board from any ten (10) members in good standing.

7. A quorum for conducting the above meetings shall be established by the
President or as delegated to the Vice President of Administration.

Section 9

ELECTIONS:

1. Elections of Officers and Members At Large shall be held as required.
2. Ballots shall be required of the membership for all elected Officers and Board members at large. This may be accomplished by a mail-in vote, by electronic voting (e.g.: e-mail or website) or as determined by the Board.
3. Names for candidates for Officer positions and Members at Large will be as specified by the Nominations Committee as defined elsewhere in these by-laws. Additional individuals may also self-nominate themselves for available positions. Persons that “self-nominate” themselves are asked to provide a minimum of five (5) names of members to be used as references as required.
4. The results of the elections shall be announced. The results of such elections also shall be published in The Journal.
5. In order to be considered for nomination to an Officer or Member at Large position, a nominee must be able to communicate by e-mail. In addition, as deemed desirable to accomplish the duties of the position for which one is elected, a nominee is encouraged to attend all regularly scheduled Board meetings.

Section 10

REGIONS AND AREAS:

1. There shall be one Regional Coordinator from each Region (Region is as designated by the Boy Scouts of America program).
2. Regional Coordinators will be selected by the Vice President Activities with concurrence of the President and approved by the Board at the next scheduled Board meeting.
3. Area Coordinators as needed will be selected by the Regional Coordinator with the concurrence of the Vice President Activities to serve the states or parts of states or other areas as needed.

Section 11

COMMITTEES:

Awards Committee:

1. The Chairman of the Nominating Committee shall appoint members of the Awards Committee with the concurrence of the President. The Nominating Committee Chairman may also serve as Chairman of the Awards Committee or a member thereof.
2. The Awards Committee is responsible for selection of the annual recipient of the International Scouting Collectors Association “Scouting Memorabilia Distinguished Serve Award” following the guideline listed in the attached Appendix I.
3. It I recognized that this Award was in part created on the behalf of George Boxer and Raymond Lee. As such, all official recognitions connected with the awarding of this award shall mention these two individuals as representing the ideals of this award.
4. All previous recipients of a like or similar award from all predecessor organizations shall be recognized as recipients of this award and will be represented on a perpetual plaque recognizing this fact.

Ethics Committee:

1. The Ethics Committee is responsible for resolving matters concerning ISCA’S Ethics Policy.
2. The Chairman of the Ethics Committee shall be the current Vice President of
Legal.
3. The Chairman of the Ethics Committee shall choose no less than two (2) and no more than four (4) more additional committee members to be approved by the President. The Chairman of the Ethics Committee shall report to the President.

Elections Committee:

1. A Nominating Committee Chairman, in good standing, will be appointed by the President. The Nominating Committee Chairman shall choose no less than two and no more than four additional Committee members to be approved by the President.
2. The Nominating Committee will have a term of office for one year and may be appointed for additional terms.
3. The Nominating Committee shall nominate a slate of members to serve as the
Officers and Members at Large, in accordance with these by-laws.

Additional Committees:

1. Additional committees with specific tasks may be formed by the President or by any Officer at their discretion, to serve for a time period also as they determine.
2. Each committee shall have a chairman that is appointed by the person forming the committee. Such committee will then report to the individual who appointed them.
3. Members in good standing fill committees by appointment by the chairman of the respective committee.

Section 12

NEWSLETTER & WEB-SITE:

1. The association’s newsletter shall be known as the INTERNATIONAL SCOUTING COLLECTORS ASSOCIATION JOURNAL.
2. The Editor of the International Scouting Collectors Association Journal shall see that an issue of the newsletter is published and circulated to the membership of the association at least four (4) times each year.
3. The content of the newsletter shall be left to the discretion of the Editor, in matters other than complying with these by-laws.
4. Significant changes to the masthead (and the association’s logo as appropriate) used on the cover of the newsletter require advance approval of the President prior to change.
5. Significant changes to the masthead (and the association’s logo as appropriate) used on the homepage of the web-site require advance approval of the President prior to change.

Section 13

FINANCE:

1. A record of all funds shall be kept by the Vice-President of Finance and shall be reported to the membership annually.
2. The Board shall approve a summary budget for distribution of funds and their deposits (annually). Such approval shall be deemed an authorization as specified.
3. No member shall encumber or cause to be encumbered any financial burden on the association without specific authorization of the Board.

4. The financial books and records shall be presented annually, to the Vice- President of Legal for the purpose of an annual audit. Such audit is to verify the record keeping and financial transactions of the association. At the discretion of the President, this audit function may be performed by an outside, independent, Certified Public Accountant.

Section 14

FINALIZATION:

Should the International Scouting Collectors Association at any time decide to dissolve, merge, or become defunct, all equipment, monies, memberships, etc. as appropriate will be transferred in accordance with the majority of the existing Board, with a preference to a like non-profit organization, if such exists or such as would accept the donation.

Section 15

ADDITIONS OR DELETIONS TO THESE BY-LAWS:

1. All additions, changes or deletions to these by-laws must be made by the total membership of the Board with a two-thirds (2/3rds) vote in favor of the change required.
2. The membership shall be informed of any changes to these by-laws in a timely manner.

Section 16

EFFECTIVE DATE OF THE BY-LAWS:

1. The effective date of original by-laws shall be the date of incorporation.
2. The effective date of these amended by-laws shall be February 23, 2014.

Appendix I

International Scout Collectors Association’s Distinguished Service Award Selection Process

Who:

Any active member of the ISCA who has not received the award before or who is not serving on the Award Nominating Committee.

What:

The International Scouting Collectors Association’s “Scouting Memorabilia

Distinguished Service Award.”

The Award was created to recognize those individuals that have contributed significantly to the hobby of scouting memorabilia collecting and also to Scouting itself.
Recipients of this award are collectors of scouting memorabilia who have distinguished themselves through their diligent work and involvement in Scouting; through the high quality of their memorabilia collections; through their unselfish contribution to the knowledge base of collecting by sharing information, displaying their collections, and writing articles and books; through their longstanding service to Scouting memorabilia organizations; and, overall, through their presence as a positive force in the scouting memorabilia collecting hobby. They must be active members of ISCA.

When and Where:

The ISCA Distinguished Service Award is presented annually at a national event. (Past venues have included the Dallas Trade-O-Ree, the Pre-NOAC Trade-O-Ree and the Las Vegas TOR).

How:

Under ISCA’s by-laws, the ISCA President appoints the Chairman of the Nominating Committee for a fixed term. The Nominating Committee Chairman will then appoint, with the concurrence of the ISCA President, an Awards Committee Chairman and Committee members not to exceed a total of three members. Members of the Awards Committee can succeed themselves on the Committee.
Nominations will be made to the Awards Committee directly by the members of ISCA. The nomination deadline is April 15th each year. Nominations may be hand-delivered, mailed, or emailed and must be in writing to be considered. Each nomination should include the personal information for the candidate and a short synopsis of the nominee’s involvement in Scouting and how this person has contributed to the hobby of scouting memorabilia collecting.
The procedures and addresses for submittal of nominations will be published in the March issue of the ISCA Journal and will also be available on the ISCA Website.

Once the nominations are received:

(a) The Awards Committee, based on the written materials presented on behalf of the candidates, will recommend no less than three candidates to the ISCA President for concurrence.
(b) Following concurrence by the ISCA President, the Awards Committee will present the candidates to the membership of ISCA in the June issue of the ISCA Journal and on the ISCA Website.
(c) The voting deadline will be listed in the ISCA Journal and on the Website. Each member of ISCA may cast one vote. Voting will require ISCA membership
number and name, and can be done in one of three ways:
1. snail mail to the Chairman of the Nominating Committee;
2. e-mail to the Chairman of the Nominating Committee; and
3. voting on the ISCA Website – the Website will contain clear instructions for electronic ballots.

Election:

The person receiving the most votes – the plurality – will be the DSA recipient. In the case of a tie vote, a majority vote by the Awards Committee with certification of the ISCA President will determine the winner.