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 January 21, 2010

Section 1

NAME:

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

Section 2

PURPOSE:

A 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
Committee and/or Board.

Section 3

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 4

MEMBERS:

A. 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.
B.. Members shall be either Members or Life Members.
C. Members shall pay yearly dues as set by the association's Board..
D.. 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.
E. Members 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..
F. A member may be asked to resign and/or be refused renewal of his membership and/or be removed as a member from the organization 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 recommended by the Ethics Committee with concurrence by the Chairman and President and approved by the Board..
G.. A member shall be considered "a member in good standing" if dues are paid
in a current status and no action has been taken as noted in paragraph F of this section..

Section 5

EXECUTIVE COMMITTEE:

A. There shall be an Executive Committee responsible for making decisions unless the decision is specifically designated as a responsibility of the Board.
B. The Executive Committee shall include the following elected positions: Chairman, President, and Vice Presidents for Administration, Communications, Activities, Finance, Marketing and Legal.

Section 6

BOARD:

A. There shall be a policy making and policy regulating Board.
B. The Board shall include the Executive Committee, 10 additional Board positions, and others as deemed necessary by the Board.. Any additions, as deemed necessary, by the Board shall be as recommended by the Chairman,

with concurrence by the President, and approved by a majority vote of the

Board.

C. Board vacancies shall be filled by appointment of the Chairman, with concurrence by the President, until the next regularly scheduled elections..

D.. The term of office for each 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 Board to reflect extenuating circumstances (i.e.. balloting process change, error, etc.)..

E. The Chairman shall be the chairperson of the Executive Committee and the

Board. The President will act for the Chairman when the Chairman is absent. F. One person may hold only one Board office at one time.

G. All voting members of the Board may only vote if present at the Board

meeting, unless a "Board-wide" vote is called.. Note: Participation via conference call is considered to be "present" at the Board meeting..

H. Upon petition to the Chairman, the President or fifty percent (50%) of the entire Board, any issue brought before the 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 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..

I. 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.

J. In the case of a "Board-wide" 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..

K. A Board member may be relieved of his position by a two-thirds majority vote of the Board for repeatedly failing to perform his assigned duties.

L 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 Board)..

M. 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 Board).

N.. The Past Chairman and the Past President shall automatically serve a three­
year term as a voting member of the Board..

Section 7

REGIONS & AREAS:

A There will be one Regional Coordinator for each region consistent with BSA structure. Regional Coordinators will be selected by the Vice President Activities and with concurrence of the President and approved by the Board.

B. Area Coordinators as needed will be selected by the Regional Coordinator and approved by the Vice President Activities to serve the state or states or parts of states or other areas as may be decided..

C.. Regional and Area Coordinators are appointed annually.

Section 8

ELECTIONS:

A. Elections of the Executive Committee and Board Members shall be held as required.
B.. Ballots shall be required of the membership for all Executive Committee and Board Members.. This may be accomplished by a mail-in vote, by electronic voting (e.g.: e-mail or web-site) or as determined by Executive Committee.

C.. Names for candidates for Executive Committee and Board Members 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.. Persons that "self-nominate" themselves are asked to provide a minimum of 5 names of members to be used as references as required..

D.. The results of the elections shall be announced.. The results of such elections also shall be published in the association's newsletter.

Section 9

NOMINATING COMMITTEE:

A 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.

B. The Nominating Committee will have a term of office for one year and may be appointed for additional terms..

C.. The Nominating Committee shall nominate a slate of members to serve as

Executive Committee and Board Members, in accordance with these by-laws.. D.. In order to be considered for nomination to an Executive Committee or 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 strongly encouraged to attend all regularly scheduled Board meetings.. Non-attendance may be grounds for removaL It is noted that participation via conference call is considered having attended.

E. 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 L

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

Section 10

NEWSLETTER & WEB-SITE:

A. The association's newsletter shall be known as the INTERNATIONAL SCOUTING COLLECTORS ASSOCIATION JOURNAL.

B. The editor of the International Scouting Collectors Association Journal shall see that an issue of the newsletter is made available 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.

C. 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..

D.. 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..

Section 11

MEETINGS:

A. Regular or special membership meetings shall he held at the call of the Chairman, the President or by a petition to the Board from any 10 members in good standing.
B. Meetings of the Board shall be held at the call of the Chairman, the President or by petition to the Chairman of any six (6) members of the Board. These meetings are typically held at least annually..
C.. Meetings of the Executive Committee shall be held at the call of the Chairman or the President.
D.. A quorum for conducting the above meetings shall be as established by the
Chairman with concurrence by the President.
E. All Board meetings will be noticed at least ten (10) days prior to the date thereof.. The 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..

Section 12

FINANCE:

A. A record of all funds shall be kept by the Vice President Finance and shall be reported to the membership annually..
B. The Board shall approve a summary budget for distribution of funds and their deposits (annually). Such approval shall be deemed an authorization as specified below.
C. No member shall encumber or cause to be encumbered any financial burden on the association without specific authorization of the Executive Committee and/or Board.
D. The financial books and records shall be presented annually, to the Vice President Legal or his designee, for the purpose of an annual audit. Such audit is to verify the record keeping and financial transactions of the Association..

Section 13

COMMITTEES:

A. A Standing Committee shall be Ethics.. The Chairman of the Ethics Committee shall be the current Vice President 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..
B.. Additional Committees with specific tasks may be formed by the Chairman, by the President, by any Executive Committee Member or Board member at their discretion, to serve for a time period also as they determine..
C.. 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.
D. Members in good standing fill committees by appointment by the chairman of the respective committee..

Section 14

DUTIES OF EXECUTIVE COMMITTEE AND BOARD MEMBERS:

A. The Chairman is responsible for presiding over the Executive committee and the Board. The Chairman is also responsible for other duties and responsibilities as defined elsewhere in these by-laws..
B. 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.
C.. 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..
D. 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 15

FINALIZATION:

A 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 16

ADDITIONS OR DELETIONS TO THESE BY-LAWS:

A. 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.

B.. The membership shall be informed of any changes to these by-laws in a timely manner..

Section 17

EFFECTIVE DATE OF THE BY-LAWS::

A. The effective date of the original by-laws shall be the date of incorporation. B. The effective date of these amended by-laws shall be January 21, 2010.

APPENDIX I

International Scout Collectors Association's

Distinguished Service Award

Selection Process

Who: What:

Any active member of ISCA who has not received the award before or who is not serving on the Award Nominating Committee..
The International Scouting Collectors Association's "Scouting

Memorabilia Distinguished Service Award."

This 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-0-Ree, the pre­ NOAC Trade-0-Ree and the Las Vegas TOR)

How:

Under ISCA's bylaws, the ISCA Chairman appoints the Chairman of the Nominating Committee for a fixed term. The Nominating Committee Chairman will then appoint, with the concurrence of the ISCA Chairman, an Award Committee Chairman and Committee members not to exceed a total of three members.. Members of the Award Committee can succeed themselves on the committee.

Nominations will be made to the Award Committee direct!by the members of ISCA The nomination deadline is January 15 each year.. Nominations may be hand-delivered, mailed, or emailed and must be in writing to be considered.. Each nomination should include the personal

contact 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 nominations and voting will be published in the December issue of the ISCA Journal and be available on the ISCA Website by October 31st.

Once the nominations are received:

(a) The Award Committee, based on the written materials presented on behalf of the candidates, will recommend no less than three candidates to the ISCA Chairman and the ISCA President for concurrence..
(b) Following concurrence by the ISCA Chairman and the ISCA President, the Award Committee will present the candidates to the membership of ISCA in the March 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. Postal Office mail to the Chairman of the Nominating Committee
2. e-Mail to the Chairman of the Nominating Committee
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 Award
Committee with certification of the ISCA Chairman and ISCA President will determine the winner..