AMENDED BYLAWS OF THE SPANISH PHILATELIC SOCIETY, INC.

These Bylaws (the “Bylaws”) govern the affairs of the Spanish Philatelic Society, Inc., a nonprofit corporation (hereinafter referred to as the “SPS”) organized under the Pennsylvania Non-Profit Corporation Act (the “Act”). The purposes of the SPS are exclusively religious, charitable, scientific, literary, and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law. The SPS will promote the acquisition and dissemination of philatelic knowledge, exchange of research among members and the collection of Spanish stamps and postal history.

ARTICLE 1

OFFICES

Principal Office

1.01. The principal office of the SPS in the Commonwealth of Pennsylvania shall be located at RD #3, Box 3349-1, Bangor, Pennsylvania 18103. The SPS may have such other offices, either in Pennsylvania or elsewhere, as the Board of Directors (the “Board”) may determine. The Board may change the location of any office of the SPS.

Registered Office and Registered Agent

1.02. The SPS shall comply with the requirements of the Act and maintain a registered office and registered agent in Pennsylvania. The registered office may, but need not, be identical with the SPS’s principal office in Pennsylvania. The Board may change the registered office and the registered agent as provided in the Act.

ARTICLE 2

MEMBERS

Class Of Members

2.01. The SPS shall have one class of members.

Admission of Members and Renewal of Membership

2.02. Any person who is interested in Spanish Philately may seek membership in the SPS and may be admitted to membership in the SPS by application and the payment of the current dues. The Board may adopt and amend application procedures and qualifications of membership in the SPS. An affirmative vote of the majority of the directors, or a Board-designated committee present and voting shall be required for admission of any applicant who meets the membership qualifications then in effect. A member may renew membership by timely payment of annual dues, if any. The SPS shall not discriminate against any person on the basis of race, color or religion.

Membership Fees and Dues

2.03. The Board may set and change the amount of an initiation fee, if any, and the annual dues, if any, payable to the SPS. Dues shall be payable at such time as the Board may set.

Certificates of Membership

2.04. The Board may provide for the issuance of certificates evidencing membership in the SPS.

Voting Rights

2.05. Each member in Good Standing shall be entitled to one vote on each matter submitted to a vote of the members at any general meeting or in any mail ballot.

Sanction, Suspension, or Termination of Members

2.06. By a two-thirds (2/3) majority vote, the Board may suspend or expel a member from the SPS, for good cause after a hearing. Good cause includes the default of an obligation to the SPS to pay fees or dues, or a material and serious violation of the SPS’s articles of incorporation, bylaws, rules, or of law. The Board may delegate powers to a regular or ad hoc committee to conduct a hearing, make recommendations to the Board, or take action on behalf of the Board. The Board, or a committee designated by the Board, to handle a matter involving sanctioning, suspension, or expulsion, may not take any action against a member without giving the member adequate notice and an opportunity to be heard. The action of the Board shall be final.

Resignation

2.07. Any member may resign from the SPS by submitting a written resignation to the secretary. A member who fails to pay annual dues within ninety (90) days after the due date established by the Board shall be decreed to have resigned, but shall be eligible for readmission upon the payment of dues for the current or in any future year. The resignation need not be accepted by the SPS to be effective. A member’s resignation shall not relieve the member of any obligations to pay any dues, assessments, or other charges that had accrued a were unpaid prior to the effective date of the resignation.

Waiver of Interest in SPS Property

2.08. All real and personal property, including all improvements located on the property, acquired by the SPS shall be owned by the SPS. A member shall have no interest in specific property of the SPS. Each member hereby expressly waives the right to require partition of all or part of the SPS’s property.

ARTICLE 3

MEETINGS OF MEMBERS

Annual Meeting

3.01. The Board shall hold an annual meeting of the members each year at a time and place to be designated by the Board. At the annual meeting, the members shall transact any business that may come before the meeting, with the exception of the election of officers and directors, which election shall be voted on by mail as hereinafter provided.

Special Meetings

3.02. Special meetings of the members may be called by the president, or a majority of the Board.

Place of Meeting

3.03. The Board may designate any place, either within or without the Commonwealth of Pennsylvania, as the place of meeting for any annual meeting or for any special meeting called by the Board.

Notice of Meetings

3.04. Written or printed notice of any meeting of members, shall be mailed to each member entitled to vote at the meeting not less than ten (10) nor more than ninety (90) days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, and the general purpose or purposes for which the meeting is called. Notice shall be given by or at the direction of the president or secretary of the Corporation, or the officers or persons calling the meeting.

Quorum

3.05. Since a very light attendance at the annual meetings referred to above is normally expected, it is determined that at least five members qualified to vote attending the meeting in person shall constitute a quorum. The members present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of a least a majority of the number of members required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the members present may adjourn and reconvene the meeting one time without further notice.

Actions of Membership

3.06. The membership shall try to act by consensus. However, the vote of a majority of voting members in Good Standing, present and entitled vote at a meeting at which a quorum is present, shall be sufficient to constitute the act of membership unless the vote of a greater number is required by law or the

Bylaws. A member in good standing (“Good Standing”) is one who has paid all required fees and dues and is not suspended as of the date of the meeting. Voting shall be by ballot or voice.

Proxies

3.07. A member entitled to vote may vote by proxy executed in writing by the member. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Voting by Mail

3.08. The Bylaws require that the members vote by mail on the election of directors/officers, and may so authorize a vote by mail on any other matter that may be voted on by the members. If voting by mail, the vote of a majority of voting members in Good Standing shall be sufficient to constitute the act of membership. ARTICLE 4

BOARD OF DIRECTORS/OFFICERS

Management of the Corporation

4.01. The affairs of the SPS shall be managed by the Board who shall be composed of the President, Vice-President, Secretary, Treasurer, Membership Chairman, Auction Chairman, Newsletter Editor, and Librarian. The president shall be the presiding Board member at any Board meeting. For purposes of these Bylaws, the term directors and officers are interchangeable since the Board is composed only of the officers of the SPS. Accordingly, all provisions contained in these Bylaws relating to directors relate equally to officers.

Number, Qualifications, and Tenure of Directors/Officers

4.02. The number of directors shall be at least five (5) but no more than nine (9). Directors need not be residents of Pennsylvania. Directors shall be members of the SPS and shall be elected for a two (2) year term starting January 1 of an even numbered year and ending December 31 of the subsequent odd-numbered year (the “Term of Office”).

Nomination of Directors/Officers

4.03. The president shall appoint a nominating committee (“Nominating Committee”) in the third (3rd) quarter of his odd-numbered year, such Nominating Committee to be composed of at least three (3) members in Good Standing. If possible, at least two (2) members of the Nominating Committee shall not be current directors. The appointment of the members of the Nominating Committee shall be communicated to the members via the next Newsletter and the Nominating Committee shall consider possible nominations recommended by any member in Good Standing. After consideration of the possible nominations, the Nominating Committee shall meet (either physically, by phone, or by fax) and shall select a slate of officers upon majority affirmative vote of the members of the Nominating Committee. The agreed slate shall be reported to the president, secretary and newsletter editor, and published in the newsletter, together with a ballot, in the final quarter of the odd-numbered year. All members in Good Standing may vote by return mail sending their ballots to the secretary. Members may note on the slate presented or may enter their vote for any member not on the slate. The secretary will total the ballots and advise the president and newsletter editor of the results which will be announced in the next newsletter.

Election of Directors/Officers

4.04. A person who meets the qualification requirements to be a director and who has been duly nominated may be elected as a Director. Directors shall be elected by mail vote as provided in Section 3.08 above.

Vacancies

4.05. When any member of the Board resigns, becomes deceased, or is otherwise removed under Section 4.13, below, a “Vacancy” is deemed to exist. With respect to any Vacancy occurring in the Board, such Vacancy shall be filled by the Board. A Vacancy will be filled by the affirmative vote of a majority of the Remaining Directors. In the event of multiple Vacancies, the “Remaining Directors” can be less than a quorum of the Board, or a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

Annual Meeting

4.06. The annual meeting of the Board may be held without notice other than these Bylaws. The annual meeting of the Board shall be held immediately after, and at the same place as, the annual meeting of members. The membership and Board should try to meet at a philatelic event each year. To have a qualified meeting at least one-half (1/2) of the Board members then in office must be present.

Special Meetings of Directors/Officers

4.07.1 Special meetings of the Board may be called by or at the request of the president or any two directors. A person or persons authorized to call special meetings of the Board may fix any place within or without the Commonwealth of Pennsylvania as the place for holding a special meeting. The person or persons calling a special meeting shall notify the secretary of the information required to be included in the notice of the meeting. The secretary shall give notice to the Directors as required in the Bylaws.

4.07.2 Written or printed notice of any special meeting of the Board shall be delivered to each director not less than 7 nor more than 60 days before the date of the meeting. The notice shall state the place, day, and time of the meeting, who called the meeting, the location, and the purpose or purposes for which the meeting is called.

4.07.3 Due to the physical diversity of the Board members and the resulting great difficulty of having a quorum of the Board physically present, the business of the Board also may be conducted in writing, by telephone or fax. Any item of business may be initiated by any member of the Board by proposing that item of business to all members of the Board. Each Board member will vote by communicating his vote to the president. A simple majority to pass a resolution is required. When the president deems the action should be voted on by the general membership, he will have the resolution published in the newsletter and the ballots returned to the secretary for compilation.

Quorum of Directors/Officers

4.08. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum. If a quorum is present at no time during a meeting, a majority of the directors present may adjourn and reconvene the meeting one time without further notice.

Duties of Directors/Officers

4.09. Directors shall exercise ordinary business judgment in managing the affairs of the SPS. Directors shall act as fiduciaries with respect to the interests of the members. In acting in their official capacity as directors of the SPS, directors shall act in good faith and take actions they reasonably believed to be in the best interests of the SPS and that are not unlawful. A director shall not be liable if, in the exercise of ordinary care, the director acts in good faith relying on written financial and legal statements provided by an accountant or attorney retained by the SPS.

Actions of Board of Directors

4.10. The Board shall try to act by consensus. However, the vote of a majority of directors present and voting at a meeting at which a quorum is present shall be sufficient to constitute the act of the Board unless the act of a greater number is required by law or the bylaws. A director who is present at a meeting and abstains form a vote is considered to be present and voting for the purpose of determining the decision of the Board. For the purpose of determining the decision of the Board, a director who is represented by proxy in a vote is considered present.

Proxies

4.11. A director may vote by proxy executed in writing by the director. No proxy shall be valid after three (3) months from the date of its execution.

Compensation of Directors/Officers

4.12. No directors shall receive any compensation for his services. However, any actual expenses, reasonable and necessary in nature, incurred on behalf of the SPS will be reimbursed by the treasurer. If any item is questioned by the treasurer, it will be presented to the Board for resolution, except that the director who submitted the expense will not be entitled to vote.

Removal of Directors/Officers

4.13. The Board may vote to remove a director at any time, with or without good cause. A meeting to consider the removal of a director may be called and noticed following the procedures provided in the Bylaws. The notice of the meeting shall state that the issue of possible removal of the director will be on the agenda. The director shall have the right to present evidence as to why he should not be removed. At the meeting, the Board shall consider possible arrangements for resolving the problems that are in the mutual interest of the SPS and the director. A director may be removed by the affirmative vote of 50% of the members of the remaining Board.

ARTICLE 5

OFFICERS

Officer Position and Duties

5.01. President. The president shall oversee the affairs of the SPS, act as Chairperson of the Board, promote the purposes and well-being of the SPS, and carry out the instructions of the Board. In addition to the general duties as president, he shall:

a. Preside at all meetings of the SPS and its Board.

b. Name a nominating committee as described elsewhere herein.

c. Provide an agenda for all meetings.

d. Establish standing and special committees as necessary, including a library committee.

e. Serve as ex-officio member of all committees.

f. Authorize, together with the Treasurer, withdrawal of SPS funds.

g. Execute contracts or other legal documents on behalf of the SPS, but only upon approval of the Board.

5.02 Vice-President. The vice-president shall perform all duties of the president in the case of that officers absence, disability or request. Additionally, the vice-president shall:

a. With the approval of the Board, make arrangements for all meetings of the members and the Board.

b. Provide co-ordination and liaison with other philatelic societies, including, but not limited to, the American Philatelic Society.

c. Perform such additional duties as may be assigned by the president or the Board.

5.03 Secretary. The secretary shall have custody of all original SPS documents, Bylaws and other records, with the exception of the bank statements and checks to be retained by the Treasurer. Additionally, the secretary shall:

a. Keep the minutes of all meetings, and within thirty (30) days after any such meeting, submit to the president the written minutes of every such meeting.

b. Prepare and mail all correspondence and provide notification of meetings.

c. Tabulate all ballots and announce results.

d. Perform such additional duties as may be assigned by the president or the Board.

5.04 Treasurer. The treasurer shall maintain all original financial records of the SPS. In addition, the treasurer shall:

a. Receive, disburse and account for all monies of the SPS.

b. Prepare and present the annual budget for consideration by the Board.

c. Prepare such interim statements as requested by the president or the Board. d. Coordinate with the Membership Chairman and the Auction Chairman the handling of monies received by each such chairman in the performance of his duties.

e. Prepare in a timely manner, allowing sufficient time for review and approval by the Board prior to the due date, of all state and federal required forms and returns.

f. Perform such additional duties as may be assigned by the president or the Board.

5.05 Membership Chairman. The membership chairman shall maintain the membership roles. In addition, the membership chairman shall:

a. Transmit dues received to the treasurer.

b. Supply membership lists to the officers as and when requested.

c. Mail out dues notices in conjunction with the mailing of the newsletter.

d. Perform such additional duties as may be assigned by the president or the Board.

5.06 Newsletter Editor. The newsletter editor shall be responsible for the publication of the SPS newsletter the number of times each year as directed by the Board. The reasonable and necessary expenses for the publication shall be within the budget set adopted by In addition, the newsletter editor shall perform such additional duties as may be assigned by the president or the Board.

5.07 Auction Chairman. The auction chairman shall conduct auctions of the SPS the number of times each year as directed by the Board. In addition, the auction chairman shall:

a. Collect the materials for the auction.

b. List and describe each item to the best of his ability.

c. Provide the newsletter editor with the list of described items, minimum bids and date purchase bids must be returned, as well as the terms and conditions of sale.

d. Collect and disburse the funds to the seller and SPS as appropriate.

e. Notify and account to the treasurer of such funds collected and disbursed. Any deficiencies resulting from the sale should be reported to the president for corrective action. f. Provide for the next newsletter the results of the auction, including the winning bid amounts for each item.

g. Account to each seller the sales of his items, and timely return such unsold items to the seller.

h. Transmit a report of each sale to the secretary for permanent record.

i. Prepare and transmit to the treasurer a report of the monies collected. J. Perform such additional duties as may be assigned by the president or the Board.

5.08 Librarian. The librarian shall have custody, care and control of the SPS library. In addition, the librarian shall:

a. Maintain inventory records of the library and publish the library holdings in the first newsletter of every year.

b. Lend books to any SPS member in Good Standing as requested, charging the mailing costs to the member so requesting.

c. Provide copying of certain article, where reasonable, as requested by any SPS member in Good Standing, charging the costs of copying to such member.

d. Provide, on an annual basis for inclusion in the first newsletter of each year, to the treasurer a valuation of the library for use in the financial statement.

e. Investigate the cost of adequate insurance to cover any loss of library, and report such recommendation to the Board for their action, preferably within the first quarter of each year.

f. Prepare a list of proposed library rules for Library Committee action and eventual approval by the Board, and report to the president any infraction thereof by the members once the rules are adopted.

g. Prepare for the members through publication in the newsletter a list of the rules.

h. Meet with the Library Committee with respect to a list of books to be acquired by the SPS library within the budgeted amount.

i. Perform such additional duties as may be assigned by the president or the Board.

5.09 Publicity Chairman. The publicity chairman shall investigate the feasibility of advertising and publicizing SPS membership and matters in philatelic newspapers and magazines. In addition, the publicity chairman shall perform such additional duties as may be assigned by the president or the Board.

ARTICLE 6

COMMITTEES

Establishment of Committees

6.01. The Board may adopt a resolution establishing one or more committees delegating specified authority to a committee, and appointing or removing members of a committee. A committee shall include two or more directors and may include persons who are not directors. If the Board delegates any of its authority to a committee, the majority of the committee shall consist of directors. The Board may establish qualifications for membership on a committee. The Board may delegate to the president its power to appoint and remove members of a committee or dissolve any committee. The establishment of a committee or the delegation of authority to it shall not relieve the Board, or any individual director, of any responsibility imposed by the Bylaws or otherwise imposed by law. No committee shall have the authority of the Board to:

a. Amend the articles of incorporation.

b. Adopt a plan of merger or a plan of consolidation with another corporation.

c. Authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the SPS.

d. Authorize the voluntary dissolution of the SPS.

e. Revoke proceedings for the voluntary dissolution of the SPS.

f. Adopt a plan for the distribution of the assets of the SPS.

g. Amend, alter, or repeal the bylaws.

h. Elect, appoint, or remove a member of a committee or a director or officer of the SPS.

i. Approve any transaction to which the SPS is a party and that involves a potential conflict of interest as defined in paragraph 7.04, below.

j. Take any action outside the scope of authority delegated to it by the Board

k. Take final action on a matter that requires the approval of the members.

ARTICLE 7

TRANSACTIONS OF THE SPS

Contracts

7.01. The Board may authorize any officer or agent of the SPS to enter into a contract or execute and deliver any instrument in the name of and on behalf of the SPS. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.

Deposits

7.02. All funds of the SPS shall be deposited to the credit of the SPS in banks, trust companies, or other depositaries as selected by the Board.

Gifts

7.03. The Board may accept on behalf of the SPS any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the SPS. The Board may make gifts and give charitable contributions that are not prohibited by the Bylaws, the articles of incorporation, state law, and any requirements for maintaining the SPS’s federal and state tax non-profit status.

Potential Conflicts of Interest

7.04. The SPS shall not make any loan to a director or officer of the Corporation.

Prohibited Acts

7.05. As long as the SPS is in existence, and except with the prior approval of the Board or the members, no member, director, officer, or committee member of the SPS shall:

a. Do any act in violation of the bylaws or a binding obligation of the SPS.

b. Do any act with the intention of harming the SPS or any of its operations.

c. Do any act that would make it impossible or unnecessarily difficult to carry on the intended or ordinary business of the SPS.

d. Receive an improper personal benefit from the operation of the SPS.

e. Use the assets of the SPS, directly or indirectly, for any purpose other than carrying on the business of the SPS.

f. Wrongfully transfer or dispose of SPS property, including intangible property such as good will.

g. Use the name of the SPS (or any substantially similar name) or any trademark or trade name adopted by the SPS, except on behalf of the SPS in the ordinary course of the business of the SPS.

h. Disclose any of the SPS business practices, trade secrets, or any other information not generally known to the business community to any person not authorized to receive it.

i. Do any act which would cause termination of qualification under Section 50l(c)(7) of the Internal Revenue Code of l986, or its successor under any amendment.

ARTICLE 8

BOOKS AND RECORDS

Required Books and Records

8.01. The SPS shall keep correct and complete books and records of account. The SPS’s books and records shall include:

a. A file-endorsed copy of all documents filed with the Secretary of the Commonwealth of Pennsylvania relating to the SPS, including, but not limited to, the articles of incorporation, and any articles of amendment, restated articles, articles of merger, articles of consolidation, and statement of change of registered office or registered agent.

b. A copy of the Bylaws, and any amended versions or amendments to the bylaws.

c. Minutes of the proceedings of the members, Board, and committees having any of the authority of the Board.

d. A list of the names and addresses of the members, directors, officers, and any committee members of the SPS.

e. A financial statement showing the assets, liabilities, and net worth of the SPS at the end of the most recent fiscal year.

f. A financial statement showing the income and expenses of the SPS for the most recent fiscal year.

g. All rulings, letters, and other documents relating to the SPS’s federal, state, and local tax status.

h. The SPS’s federal, state, and local information or income tax returns.

Inspection and Copying

8.02. Any member, director, officer, or committee member of the SPS may inspect and receive copies of all books and records of the SPS required to be kept by the Bylaws. Such a person may inspect or receive copies if the person has a proper purpose related to the person’s interest in the SPS and if the person submits a request in writing. Any person entitled to inspect and copy the SPS’s books and records may do so through his or her attorney or other duly authorized representative. A person entitled to inspect the SPS’s books and records may do so at a reasonable time no later than 10 working days after the SPS’s receipt of a proper written request. The Board may establish reasonable fees for copying the SPS’s books and records by members.

Audits

8.03. Any member shall have the right to have an audit conducted of the SPS’s books. The member requesting the audit shall bear the expense of the audit. The member requesting the audit may select the accounting firm to conduct the audit. A member may not exercise these rights to compel audits so as to subject the SPS to an audit more than once in any fiscal year.

ARTICLE 9

FISCAL YEAR

The fiscal year of the SPS shall begin on the first day of January and end on the last day in December in each year.

ARTICLE 10

INDEMNIFICATION

10.01 When Indemnification is Required, Permitted, and Prohibited.

a. The SPS shall indemnify a director, officer, committee member, employee, or agent of the SPS who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the SPS. For the purposes of this article, an agent includes one who is or was serving at the request of the SPS as a director, officer, trustee, joint venture or other enterprise. However, the SPS shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the SPS’s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The SPS shall not indemnify a person who is found liable to the SPS or is found liable to another on the basis of improperly receiving a personal benefit. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted.

b. The termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the SPS.

c. The SPS shall pay or reimburse expenses incurred by a director, officer, member, committee member, employee, or agent of the SPS in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the SPS when the person is not a named defendant or respondent in the proceeding.

d. In addition to the situations otherwise described in this paragraph, the SPS may indemnify a director, officer, member, committee member, employee, or agent of the SPS to the extent permitted by law. However, the SPS shall not indemnify any person

in any situation in which indemnification is prohibited by the terms of paragraph 10.01(a), above.

e. Before the final disposition of a proceeding, the SPS may pay indemnification expenses permitted by the bylaws and authorized by the SPS. However, the SPS shall not pay indemnification expenses to a person before the final disposition of a proceeding if: the person is a named defendant or respondent in a proceeding brought by the Corporation or one or more members; or the person is alleged to have improperly received a personal benefit or committed other wilful or intentional misconduct.

f. If the SPS may indemnify a person under the Bylaws, the person may be indemnified against judgments, penalties, including excise and similar taxes, fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. However, if the proceeding was brought by or on behalf of the SPS, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.

Procedures Relating to Indemnification Payments

10.02. Procedures.

a. Before the SPS may pay any indemnification expenses (including attorney’s fees), the SPS shall specifically determine that indemnification is permissible, authorize indemnification, and determine that expenses to be reimbursed are reasonable, except as provided in paragraph 10.02(c), below. The SPS may make these determinations and decisions by any one of the following procedures:

(i) Majority vote of a quorum consisting of directors who, at the time of the vote, are not named defendants or respondents in the proceeding.

(ii) If such a quorum cannot be obtained, by a majority vote of a committee of the Board, designated to act in the matter by a majority vote of all directors, consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding.

(iii) Determination by special legal counsel selected by the Board by vote as provided in paragraph 10.02(a)(i) or 10.02(a)(ii), or if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all directors.

(iv) Majority vote of members, excluding directors who are named defendants, excluding directors who are named defendants or respondents in the proceeding.

b. The SPS shall authorize indemnification and determine that expenses to be reimbursed are reasonable in the same manner that it determines whether indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by paragraph 10.02(a)(iii), above, governing the selection of special legal counsel. A provision contained in the articles of incorporation, the bylaws, or a resolution of members or the Board that requires the indemnification permitted by paragraph 10.01, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible.

c. The SPS shall pay indemnification expenses before final disposition of a proceeding only after the SPS determines that the facts then known would not preclude indemnification and the SPS receives a written affirmation and undertaking from the person to be indemnified. The determination that the facts then known to those making the determination would not preclude indemnification and authorization of payment shall be made in the same manner as a determination that indemnification is permissible under paragraph 10.02(a), above. The person’s written affirmation shall state that he or she has met the standard of conduct necessary for indemnification under the bylaws. The written undertaking shall provide for repayment of the amount paid or reimbursed by the SPS if it is ultimately determined that the person has not met the requirements for indemnification. The undertaking shall be an unlimited general obligation of the person, but it need not be secured and it may be accepted without reference to financial ability to make repayment.

d. Any indemnification or advance of expenses shall be reported in writing to the members of the SPS. The report shall e made with or before the notice or waiver of notice of the next membership meeting, or with or before the next submission to members of a consent to action without a meeting. In any case, the report shall be sent within the 12-month period immediately following the date of the indemnification or advance.

ARTICLE 11

NOTICES

Notice by Mail

11.01. Any notice required or permitted by the bylaws to be given to a member, director, officer, or member of a committee of the SPS may be given by mail. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his address as it appears on the records of the SPS, with postage prepaid.

Signed Waiver of Notice

11.02. Whenever any notice is required to be given under the provision of the Act or under the provisions of the articles of incorporation or the Bylaws, a waiver in writing signed by a person entitled to receive a notice shall be deemed equivalent to the giving of the notice. A waiver of notice shall be effective whether signed before or after the time stated in the notice being waived.

Waiver of Notice by Attendance

11.03. The attendance of a person at a meeting shall constitute a waiver of notice of the meeting unless the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 12

SPECIAL PROCEDURES CONCERNING MEETINGS

Meeting by Telephone

12.01. Notwithstanding any provision to the contrary herein, the Board, and any committee of the SPS may also hold a meeting by telephone conference-call procedures in which all persons participating in the meeting can hear each other. The notice of a meeting by telephone conference must state the fact that the meeting will be held by telephone as well as all other matters required to be included in the notice. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.

Decision Without Meeting

12.02. Any decision required or permitted to be made at a meeting of the members, Board, or any committee of the SPS may be made without a meeting. A decision without a meeting may be made if a written consent to the decision is signed by all of the persons entitled to vote on the matter. The original signed consents shall be placed in the SPS minute book and kept with the SPS’s records.

ARTICLE 13

AMENDMENTS TO BYLAWS

13.01 Any member in Good Standing may propose an amendment to the Bylaws by submitting it in writing to the Secretary. The Board shall vote on the proposed amendment. If the proposed amendment is rejected, the member submitting the amendment shall be informed in writing of its rejection and the reasons for the rejection. If the proposed amendment receives a majority approval of the Board the proposed amendment shall be submitted to a vote of the membership by mail ballot published in the newsletter. A proposed amendment shall become effective when approved by two-thirds (2/3) vote of the members in Good Standing who voted.

13.02 Additionally, a member may propose any amendment required by the Internal Revenue Service to enable the SPS to qualify under Internal Revenue Code 501(c)(3), which amendment shall become effective upon the approval of two-thirds (2/3) affirmative vote of the whole Board.

ARTICLE 14

DISSOLUTION

14.01 If circumstances warrant, the Board may submit a resolution to dissolve the organization to a vote of the membership. A vote of two-thirds (2/3) majority of members in Good Standing voting in favor of dissolution shall dissolve the SPS. Alternatively, the SPS may be dissolved upon a three-fourths (3/4) majority affirmative vote of the Board in favor of dissolution.

14.02 The resolution to dissolve shall include a disposition of the assets of the organization to an organization or organizations qualifying under Internal Revenue Code 501(c)(3), after providing for the payment of its liabilities, all in accordance with the laws of the Commonwealth of Pennsylvania. Under no circumstances shall the assets of the SPS be distributed to or for the benefit of the officers, directors or members of the SPS.

ARTICLE 15

MISCELLANEOUS PROVISION

Legal Authorities Governing Construction of Bylaws

15.01. The Bylaws shall be construed in accordance with the laws of the Commonwealth of Pennsylvania. All references in the Bylaws to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.

Legal Construction

15.02. If any Bylaw provision is held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision and the bylaws shall be construed as if the invalid, illegal, or unenforceable provision had not been included in the Bylaws.

Headings

15.03. The headings used in the bylaws are used for convenience and shall not be considered in construing the terms of the Bylaws.

Gender

15.04. Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.

Seal

15.05. The Board may provide for a corporate seal.

Power of Attorney

15.06. A person may execute any instrument related to the SPS by means of a power of attorney if an original executed copy of the power of attorney is provided to the secretary of the SPS to be kept with the SPS records.

Parties Bound

15.07. The Bylaws shall be binding upon and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the SPS and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.

Bylaws Adopted

15.08 These Bylaws are adopted pursuant to and in compliance with the laws of the Commonwealth of Pennsylvania.

Parliamentary Rules of Procedure

15.09 Matters of parliamentary procedure not covered by these Bylaws shall be resolved by the most recent edition of “Robert’s Rules of Order”.

Restriction on Benefit of Net Earnings

15.10 No part of the net earnings of the SPS may inure to the benefit of any person having a personal and private interest in the activities of the SPS.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting secretary of Spanish Philatelic Society, Inc., and that the foregoing Bylaws constitute the Bylaws of the SPS. These Bylaws were duly adopted by the members by mail ballot on _________, 1995.

DATED:_________________, 1995.

_____________________

Peter Marury, Secretary