NAME:

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

PURPOSE:

1. 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 holding educational seminars on the history of Scouting through memorabilia,
   2. by sponsoring of trade-o-rees and other events for the purposes of promoting ethical collecting conduct,
   3. by providing for the exchange of information about the hobby through the publishing of a quarterly newsletter and through the world wide web,
   4. by any other related legal activities as determined by the Executive Board.

MEMBERS:

1. Being Scout-minded the International Scouting Collectors Association (ISCA) shall be open for membership to anyone, excepting those persons provided for in other sections of these by-laws.
2. Members shall be one of three classes: Regular Members and Life Members, and e-Members.
3. Regular members shall pay yearly dues as set by the association's Executive Board.
4. Life members shall pay a one-time fee as set by the association's Executive Board, and no further dues thereafter. Life memberships are non-transferable from one person to another person.
5. E-Members shall pay no dues in the Association.
6. International members may be charged a higher rate as appropriate (in the form of increased membership fees), to reflect the higher costs of serving international members as set by the association's Executive Board.
7. Special consideration may also be given to youth members (in the form of reduced membership fees) as set by the association's Executive Board.
8. Regular and Life 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.
9. E-Members have no vote in the organization nor shall they be allowed to hold office. E-Members, however, are entitled to certain rights and privileges of the Association as established by the Executive Vice-President for e-Membership and upon concurrence of the Chairman and the President with a majority of the Board.
10. A member shall be considered "a member in good standing" if his dues are paid in a current status or in the case of an e-Member, the person maintains a valid e-mail address on the record with ISCA.
11. A member may be asked to resign and/or be refused renewal of his membership for unethical practice 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 Executive Board.

ETHICS POLICY:

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

 I will:
S et an example in which all SCA 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

OFFICERS:

1. There shall be a Chairman.
2. There shall be a President.
3. There shall be Executive Vice Presidents for Administration, Communications, Special Events, Membership, e-Membership, Finance, Marketing, Advertising, World Wide Web and Legal.
4. There shall be six at-large Executive Board members (and others as deemed necessary by the Executive Board).
5. There shall be one Regional Vice-President from each designated region (Regions shall be determined as approved by Executive Board). Regional Vice Presidents shall be selected by the President and approved by the Executive Board. Regional Vice-Presidents shall be officers' ex-officio, and shall serve on the Advisory Committee.
6. Area Vice-Presidents shall be selected by the Regional Vice-Presidents and approved by the President to serve the state or states or parts of states or other areas as shall be decided. Area Vice-Presidents shall be officers' ex-officio. Area Vice-Presidents may also serve on the Advisory Committee as defined else where in these by-laws.
7. The Past-Chairman and the Past-President shall automatically serve a three-year term as an officer/voting member of the Executive Board.

EXECUTIVE BOARD:

1. There shall be a policy making and policy regulating board (Executive Board), which shall include the Officers as specified in these by-laws.
2. The term of office for each Executive Board position shall be three (3) years based on the calendar year. (Note): As required, this term may be temporarily changed by a two-thirds (2/3rds) majority vote of the Executive Board to reflect extenuating circumstances (i.e. balloting process change, error, etc.).
3. The Chairman shall be the chairperson of the Executive Board. The President will act for the Chairman when the Chairman is absent.
4. One person may hold only one Executive Board office at one time.
5. All voting members of the Executive Board may only vote if present at the Executive Board meeting, unless a "board-wide" vote is called.
6. Upon petition to the Chairman, the President or fifty percent (50%) of the entire Executive Board, any issue brought before the Executive Board may be called to a "board-wide" vote. The Chairman will send by mail or by e-mail a written proposal of the issue to all voting Executive Board members. The Chairman will conduct a final vote by mail, e-mail, and telephone or at a board meeting. In the case of a "board-wide" vote, members may submit their vote in writing if the vote will be called for at a board meeting.
7. 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.
   1. In the case of a "board-wide" vote, as defined in paragraph F of this Section, 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.
8. An Officer or Executive Board member may be relieved of his position by a two-thirds (2/3rds) majority vote of the Executive Board for repeatedly failing to perform his assigned duties.
9. Executive Board vacancies shall be filled by appointment of the Chairman with concurrence by the President until the next regularly scheduled elections.
10. If the Chairman position is vacant, the President will assume the duties and responsibilities of the Chairman until a new Chairman is chosen (as determined by a majority vote of the Executive Board).
11. If the President's position is vacant, the Chairman will assume the duties and responsibilities of the President until a new President is chosen (as determined by a majority vote of the Executive Board).

ELECTIONS:

1. Elections of Officers and Executive Board Members-at-Large shall be held as required.
2. Ballots shall be required of the membership for all Officers and Executive Board Members-at-Large. This may be accomplished by a mail-in vote, by electronic voting (e.g.: e-mail or web-site) or as determined by Executive Board.
3. Names for candidates for Officer and Executive Board Members-at-Large positions will be as specified by the Nominations Committee as defined else where in these by-laws. Additional individuals may also self-nominate themselves for available positions. Similar to the requirement in Section 9A, 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 association's newsletter.

NOMINATING COMMITTEE:

1. In order to comply with the necessary elections as stipulated in these by-laws, a Nominating Committee Chairman, in good standing, will be appointed by the Chairman with concurrence 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 Chairman and 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 Officers and Executive Board Members-at-Large, in accordance with these by-laws.
4. In order to be considered for nomination to an Executive Board position, a nominee must be able to communicate by email. 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.
5. The Chairman of the Nominating Committee shall appoint a Chairman of an Awards Committee and members of the Awards Committee with the concurrence of the Chairman of the Board and the President. However, the Nominating Committee Chairman may also serve as Chairman of the Awards Committee or a member thereof. This committee is responsible for selection of the annual recipient of the International Scouting Collectors Association "Scouting Memorabilia Distinguished Service Award" following the guidelines listed in the attached Appendix I.

   It is 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. 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.

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. The content of the newsletter shall be left to the discretion of the Editor, in matters other than complying with these by-laws.
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 Chairman or President prior to change.
5. Significant changes to the masthead (and the association's logo as appropriate) used on of the homepage of the web site require advance approval of the Chairman or President prior to change.

MEETINGS:

1. Regular or special membership meetings shall he held at the call of the Chairman, the President or by a petition to the Executive Board from any ten (10) members in good standing.
2. Meetings of the Officers and Executive Board shall be held at the call of the Chairman, the President or by the petition to the Chairman of any six (6) members of the Officers and Executive Board. These meetings are typically held at least annually.
3. A quorum for conducting the above meetings shall be as established by the Chairman with concurrence by the President.
4. All Executive Board meetings will be noticed at least ten (10) days prior to the date thereof. The Executive Board members who will not be physically present at the meeting may vote on a known topic via written correspondence, including electronic mail, only if it is a "board-wide" vote.

FINANCE:

1. A record of all funds shall be kept by the Executive Vice President - Finance and shall be reported to the membership annually.
2. The Executive Board shall approve a summary budget for distribution of funds and their deposits (annually). Such approval shall be deemed an authorization as specified below.
3. No member shall encumber or cause to be encumbered any financial burden on the association without specific authorization of the Executive Board.
4. D. The financial books and records shall be presented annually, to the President, his designee or a committee appointed by the President, 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 Chairman and President, this audit function may be preformed by an outside, independent, Certified Public Accountant.

COMMITTEES:

1. A Standing Committee shall be Ethics. The Chairman of the Ethics Committee shall be the current Executive VP - Legal. 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 Chairman and the President. The Chairman of the Ethics Committee shall report to the Chairman of the association. This committee is responsible for resolving matters concerning ISCA's Ethics Policy.
2. Additional Committees with specific tasks may be formed by the Chairman, by the President or by any Executive VP at their discretion, to serve for a time period also as they determine.
3. 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.
4. Members in good standing fill committees by appointment by the chairman of the respective committee.

DUTIES OF OFFICERS, EXECUTIVE AND REGIONAL VICE-PRESIDENTS:

1. The Chairman is responsible for presiding over the EXECUTIVE BOARD and the Advisory Committee. The Chairman is also responsible for other duties and responsibilities as defined elsewhere in these by-laws.
2. The President is responsible for determining the duties and responsibilities of Executive Vice-Presidents and Regional Vice-Presidents. The President is also responsible for other duties and responsibilities as defined elsewhere in these by-laws.
3. Each Executive Vice-President and each Regional Vice-President is responsible for duties as assigned by the President. Executive Vice-Presidents and Regional Vice-Presidents shall organizationally report to the President. Each shall also report their accomplishments to the Executive Board at least annually.

FINALIZATION:

1. 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 Executive Board, with a preference to a like non-profit organization, if such exists or such as would accept the donation.

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 Executive 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.

EFFECTIVE DATE OF THESE BY-LAWS:

1. The effective date of the original by-laws shall be the date of incorporation.
2. The effective date of these amended by-laws shall be April 28, 2004.