NAME

The name of this corporation is Collectors’ Corner, Inc. (hereinafter the “Corporation”).

PURPOSES

The purposes of the Corporation shall be as set forth in the Articles of Incorporation.

OFFICES AND REGISTERED AGENT
The mailing address of the Corporation’s initial principal office and the name and address of the Corporation’s initial registered agent are set forth in the Corporation’s Articles of Incorporation.  The Corporation may have such other offices, either inside or outside the State of Wisconsin, as the board of directors of the Corporation (the “Board”) may designate from time to time.  The Board may change the Corporation’s principal office and registered agent from time to time, without amendment of these bylaws or the Articles of Incorporation, by filing the appropriate forms with the Wisconsin Department of Financial Institutions.

MEMBERS
4.1 Members Generally.  The Corporation shall have no members with voting rights under Chapter 181 of the Wisconsin Statutes. However, the Corporation may have nonvoting members, upon such terms and conditions as determined by the Board and these Bylaws. 

4.2 Classes of Nonvoting Members.  

(a) Active Members. Active Members shall be restricted to those individuals who meet the Board’s policies, criteria, and/or applications for nonvoting members, as adopted or amended from time-to-time, which may include payment of dues, residence, and attendance at meetings, among other requirements. The Board may cap the number of Active Members. Membership is capped at 85 members. 

(b) Associate Members. Associate Members shall be restricted to those individuals whose status as of August 4, 2022 was in the Associate Category. No new members shall be admitted to the associate class.  

(c) Honorary Members. Honorary Members status may be conferred on an individual by reason of merit, as determined in the sole discretion of the Board. 

4.3 Duties and Privileges.

(a) Active Members. Active Members shall participate in the presentation of educational programming for the nonvoting members, as required, and have the following privileges: (i) eligibility to be elected to officer positions, after two years of nonvoting member status, and (ii) serve on advisory committees of the Board, after one year of nonvoting member status.

(b) Associate Members. Associate Members shall have those duties and privileges outlined for Active Members, as well as the ability to attend certain meetings of the Board, when specifically invited by the Board or the President; provided, however, Active Members shall not be entitled to notice of any Board meeting, shall not be counted towards any quorum requirements, shall not be entitled to vote on any matters, and shall only be entitled to attend those particular Board meetings when specifically invited.

4.4 Fees and Dues.  Fees and dues applicable to Active Members, Associate Members, Honorary Members, and any other class of nonvoting members may be established or revised by the Board at any time (including increasing or decreasing fees and dues). Any nonvoting member who had not paid dues by May 31st of a given fiscal year may be removed as a nonvoting member by the Board. In addition to annual dues, all nonvoting members may be required to pay separate fees and/or financial assessments to attend special projects, lectures, field trips and annual year-end luncheons or as determined by the board.  As of the date of adoption of these Bylaws, the dues and fees applicable to the nonvoting members are as follows:

(a) Active Members. Active Members shall pay annual dues of $150 $200; provided, however, that new Applicants who join during open enrollment in a given fiscal year shall pay annual dues of $200. Open enrollment for new applicants shall be from April 1 to May 31 of each calendar year. Applicant’s proposer and applicant must fill out an application form to be submitted to the President before the deadline. All applications are considered in the order they are received. Applications received outside of this period will not be considered for the current year.

(b) Associate Members. Associate Members shall pay annual dues of $100.

(c) Honorary Members. Honorary Members shall have no annual dues.

(d) Members bringing guests must pay $55 for their guest’s lunch or as determined by the board as guest lunch costs increase.

4.5 Meetings. One of the Corporation’s six annual educational lectures shall be designated as the annual meeting for its nonvoting members, as required in Section 181.0701 of the Wisconsin Statutes. The Corporation shall provide its nonvoting members with notice of such annual meeting at least 10 days and not more than 60 days prior to such annual meeting. Given that the Corporation has no members with voting rights, no issues shall be presented at such annual meeting that require a vote of the nonvoting members. At least one nonvoting member shall be required for a quorum at the annual meeting of the nonvoting members.

BOARD OF DIRECTORS
5.1 General Powers.  The affairs of the Corporation shall be managed by its Board.  The Board shall utilize and distribute the net earnings and principal funds of the Corporation solely in accordance with the purposes for which the Corporation is organized, as described in Article 2.

5.2 Number, Tenure, Manner of Election and Qualifications.  The number of directors elected by the Board shall be a number, not less than three, but no more than fifteen (15), as determined from time to time by the Board, subject to the requirements for director elections as set forth within these bylaws.  Directors shall be elected for one-year terms, or until his or her successor has been elected, or until his or her death, or until he or she shall resign or shall have been removed in the manner provided in Section 5.9.  Directors shall take office immediately following their election, unless otherwise determined by the Board.  The number and identity of the initial directors shall be as set forth in the Corporation’s Articles of Incorporation, or, if not so set forth, as determined by the incorporator(s) of the Corporation.

5.3 Regular Meetings.  The Board may provide, by resolution, the time and place, either inside or outside the State of Wisconsin, for the holding of regular meetings without other notice than such resolution.

5.4 Special Meetings.  Special meetings of the Board may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the Board may fix any time or place, either inside or outside the State of Wisconsin, as the place for holding any special meeting of the Board called by them.

5.5 Electronic Meetings.  The directors of the Corporation, or any committee consisting of directors of the Corporation, may participate in meetings of the Board or committees by, or such meetings may be conducted through the use of, the telephone, instant messaging, video conference, or any other means of communication by which any of the following occurs:

(a) All participants may simultaneously hear or read each other’s communications during the meeting, or

(b) All communication during the meeting is immediately transmitted to each participant and each participant is able to immediately send messages to all other participants.

A director participating in a meeting by any means authorized in this Section 5.5 shall be deemed to be present in person at the meeting.  Action by email shall not take place under this Section, but shall instead meet the requirements of Section 5.13.

5.6 Notice.  Notice of any special meeting of the Board shall be given at least twenty-four hours prior to such special meeting by oral or written notice (including electronic notice) delivered personally or sent by mail or e-mail to each director at his or her address as shown on the records of the Corporation.  If mailed, such notice shall be deemed to be delivered two days after the notice was mailed if the notice was deposited in the United States mail in a sealed envelope correctly addressed, with prepaid, accurate postage.  If e-mailed, such notice shall be deemed to be delivered when sent to the appropriate e-mail address in the corporate records.  Any director may waive notice of any meeting pursuant to Section 13.3.  Neither the business to be transacted at nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

5.7 Quorum.  Except as otherwise provided by applicable law, a majority of the directors on the Board shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the directors are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

5.8 Manner of Acting.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these bylaws.

5.9 Removal and Resignation.  Any director may be removed from office with or without cause by the affirmative vote of a majority of the directors then in office who are present and voting at a meeting of the Board at which a quorum is present.  A director may resign from the Board at any time by delivering a written notification of resignation to the President or Secretary of the Corporation, which shall be effective as of the date that such notice is received by the President or Secretary or as of such other date as may be specified in such notice, as applicable.

5.10. Vacancies.  Any vacancy occurring in the Board or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board.  A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

5.11 Compensation.  Directors of the Corporation shall not receive compensation for serving as directors, but may, if authorized by the Board, receive reasonable compensation for personal services rendered which are necessary to carry out the exempt purposes of the Corporation.  Any engagement of a director to provide services to the Corporation shall comply with any conflict of interest policy that may be adopted by the Board.  In addition, directors may receive reimbursement for reasonable expenses incurred in connection with corporate matters if such reimbursement is not excessive and is authorized by the Board.

5.12 Presumption of Assent.  A director who is present at a meeting of the Board at which action is taken on any matter shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent in the manner specified for the giving of notices in Section 5.6 to the Secretary immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

5.13 Informal Action.  In accordance with Section 181.0821 of the Wisconsin Statutes, any action required to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by not less than two-thirds (2/3) of all of the directors then serving on the Board, provided all directors receive notice of the text of the written consent and of its effective date and time.  Any such consent signed by not less than two-thirds (2/3) of all of the directors has the same effect as a vote by such directors taken at a duly convened meeting of the Board at which a quorum is present and may be stated as such in any document filed with the Wisconsin Department of Financial Institutions.  If a written action is taken by less than all directors pursuant to this Section 5.13, notice will be provided to all directors of the text of the written consent and of its effective date and time, except that failure to provide such notice does not invalidate the action taken by the written consent.  For purposes of this Section, pursuant to section 181.0821(1m) of the Wisconsin Statutes, “in writing” includes a communication that is transmitted or received by electronic means and “signed” includes an electronic signature, as defined in section 181.0103(10p) of the Wisconsin Statutes, as may be amended from time to time.  Action by email shall meet the requirements of this Section 5.13.

OFFICERS

6.1 Principal Officers.  The principal officers of the Corporation shall be a President, a Vice- President, Secretary, and a Treasurer.  Such other officers and assistant officers as may be deemed necessary may be appointed by the Board.  Any two or more offices may be held by the same person, except the offices of President, Vice-President and Secretary.

6.2 Election and Terms of Office.  Officers shall be elected by the Board.  Once elected, each officer shall hold office until his or her successor shall have been elected by the Board or until his or her death or until he or she shall resign or shall have been removed as provided in Section 6.3 or for such term as the Board considers appropriate.

6.3 Removal and Resignation.  Any officer may be removed from office, either with or without cause, by the affirmative vote of a majority of directors then in office.  Removal of an officer shall be without prejudice to the contract rights, if any, of the person so removed, except that election or appointment of a person as an officer shall not of itself create contract rights. An officer may resign at any time by delivering a written resignation to the President or Secretary of the Corporation, which shall be effective as of the date that such notice is received by the President or Secretary or as of such other date as may be specified in such notice, as applicable.

6.4 Vacancies.  A vacancy in any principal office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board for the unexpired portion of the term or for such other term as the Board considers appropriate.

6.5 President.  The President shall in general supervise and control all of the business and affairs of the Corporation, subject to the control of the Board.  He or she shall, when present, preside at all meetings of the Board, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

6.6 Vice President. The Vice President shall in general supervise the printing and distribution of the directory. He or she shall serve at the behest of the President. He or she shall preside over the Board and meetings should the President not be available or unable to serve, performing, in general, all duties incident to the office of President and such other duties as may be prescribed by the Board.

6.7 Secretary.  The Secretary shall:  (i) keep any minutes of the Board meetings in one or more books provided for that purpose; (ii) see that all notices are duly given by law; (iii) be custodian of the books and records of the Corporation; and (iv) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board.
6.8 Treasurer.  If required by the Board, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.  The Treasurer shall (i) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these bylaws; and (ii) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board.

6.9 Other Assistants and Acting Officers.  The Board shall have the power to elect any person to act as assistant to any officer, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer so elected by the Board shall have the power to perform all the duties of the office to which such person is so appointed to be assistant, or as to which such person is so appointed to act, except as such power may otherwise be defined or restricted by the Board.

6.10 Duties of Other Officers.  Any other officers or assistant officers who may be appointed by the Board, pursuant to Section 6.1 or 6.8, shall perform such duties as may from time to time be assigned to such officer(s) by the Board.

6.11 Compensation.  Officers of the Corporation shall not receive compensation for serving as officers but may receive reasonable compensation for services rendered to the Corporation other than in their capacities as officers.  In addition, officers may be reimbursed for reasonable expenses incurred in connection with corporate matters in accordance with the Corporation’s expense reimbursement policies as may be authorized by the Board from time to time.  Any engagement of an officer to provide services to the Corporation shall comply with any conflict of interest policy that may be adopted by the Board from time to time.

COMMITTEES OF THE BOARD OF DIRECTORS

7.1 Committees Generally.  The Board may establish standing or temporary committees as it considers appropriate and the President, with confirmation from the Board, shall appoint the members of the committees and name the chairperson.  As required under Wisconsin law, each committee shall consist of three (3) or more directors and shall perform such duties and have such responsibilities as are provided in the resolution establishing any such committee, as initially adopted or thereafter supplemented or amended.  The Board may elect one or more persons as alternate members of any such committee who may take the place of any absent member or members at any meeting of the committee upon request of the committee’s chairperson or other person presiding at such committee meeting.  The designation of a committee or committees and the delegation thereto of any Board authority will not operate to relieve the Board, or any member thereof, of any responsibility imposed upon it or him or her by law.

7.2 Advisory Committees and Members.  The Board, by resolution, may designate one or more advisory committees to assist it in any capacity as it directs, but such committees shall not have any of the powers of the Board. Advisory Committees shall make recommendations to the board. A member of an advisory committee does not need to be a director.

7.3 Meetings and Actions of Committees.  Unless otherwise provided by the Board:

(a) A majority of the voting members of a committee shall constitute a quorum for the transaction of business at any meeting of such committee, but if less than such majority is present at a meeting, a majority of the voting members present may adjourn the meeting from time to time without notice.

(b) The act of a majority of the voting members present at a committee meeting at which a quorum is present shall be the act of the committee unless the action of a greater number is required by the resolutions establishing such committee.

(c) Committees shall keep regular minutes of their proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require.

(d) Committees shall make such reports to the Board of its activities as the Board may request. 

CONFLICT OF INTEREST POLICY
The Board shall adopt a conflict-of-interest policy upon such terms and conditions as the Board from time to time considers appropriate (the “Conflict of Interest Policy”).  A copy of the initial Conflict of Interest Policy adopted by the Board and in effect on the date of these bylaws is attached as Exhibit A.

CONTRACTS, CHECKS, DEPOSITS, GIFTS AND FINANCIAL SUPPORT

9.1 Contracts.  The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge the Corporation’s credit or to render the Corporation liable monetarily for any purpose or in any amount.  In the absence of such determination by the Board, such instruments shall be signed by the President then in office.

9.2 Books and Accounts.  The Corporation shall keep or cause to be kept correct and complete books and records of account and also keep minutes of the proceedings of the Board and its committees.  In addition, the Corporation shall cause to be filed the necessary reports, tax returns or other documents as may be required by law on its own behalf.

9.3 Checks, Drafts, Etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as is from time to time to be determined by resolution of the Board.  In the absence of such determination by the Board, such instruments shall be signed by the Treasurer then in office.

9.4 Deposits.  All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

9.5 Gifts.  The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.  The Board or officers may cause donors to be sent acknowledgment letters for each gift.

INDEMNIFICATION

10.1 Mandatory Indemnification.  The Corporation shall, to the fullest extent permitted or required by sections 181.0871 to 181.0883, inclusive, of the Wisconsin Nonstock Corporation Law (“Statute”), including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Corporation to provide broader indemnification rights than prior to such amendment), indemnify its Directors and Officers against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any Director or Officer is a party because such Director or Officer is a Director or Officer of the Corporation and was acting within the scope of his or her duties as such.  The Corporation may indemnify its employees and authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers hereunder.  The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which such Director or Officer may be entitled under any written agreement, Board resolution, insurance policy, the Statute or otherwise.  All capitalized terms used in this Article 10 and not otherwise defined herein shall have the meaning set forth in Section 181.0871 of the Statute.

10.2 Permissive Supplementary Benefits.  The Corporation may, but shall not be required to, supplement the right to indemnification set forth in Section 10.1 of these bylaws by purchasing insurance covering any one or more of its Directors, Officers, employees or agents, whether or not the Corporation would be obligated to indemnify or advance Expenses to any such person under Section 10.1, and/or by entering into individual or group indemnification agreements with any one or more of such persons.
10.3 Private Foundation Restrictions.  Notwithstanding any other provision of this Article to the contrary, for any time that the Corporation is treated as a “private foundation” under Code Section 509 and taxes are potentially imposable under Code Section 4941, no person shall be entitled to indemnification hereunder if such indemnification or the payment by the Corporation of any monies in connection therewith constitutes, or would constitute, an act of “self-dealing” within the meaning of Code Section 4941.  The Corporation shall have the right to rely on a written opinion of independent legal counsel with respect to any determination of “self-dealing” hereunder which shall be binding and conclusive unless a contrary determination shall be made in any administrative or court proceeding and the time for appeal by either party to such proceeding shall have expired.  If the Corporation shall have made any payment under this Article prior to a determination that such payment constitutes an act of “self-dealing,” the person to whom or for whose benefit such payment was made shall repay the amount thereof to the Corporation on demand if it should subsequently be determined that such payment constituted an act of “self-dealing.”  Nothing herein shall be construed as placing upon the Corporation any obligation to contest, by court or administrative proceedings or otherwise, any assertion that any indemnification or payment pursuant to this Article constitutes an act of self-dealing.  This provision is not intended to apply to the Corporation unless, under Code Section 4941, taxes are potentially imposable on acts of self-dealing with the Corporation (i.e., the Corporation is classified as a “private foundation” under Code Section 509).

10.4 Effect of Invalidity.  The invalidity or unenforceability of any provision of this Article shall not affect the validity or enforceability of any other provision of this Article or of these bylaws.

AMENDMENTS TO THE BYLAWS
11. 1 General.  These bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then in office, provided that seven (7) days advance notice of the meeting is given stating the proposed amendment, repeal or new bylaws to be considered.

11.2 Implied Amendments.  Any action taken or authorized by the Board in good faith, which would be inconsistent with the bylaws then in effect but is taken or authorized by a vote of not less than the number of directors required to amend the bylaws so that the bylaws would be consistent with such action shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so authorized or taken.

DISSOLUTION

Upon the consent of the majority of the directors then in office, the Corporation shall be dissolved and its assets distributed as set forth in the Articles of Incorporation.

MISCELLANEOUS

13.1 Exempt Organization Restrictions.  Notwithstanding anything herein contained to the contrary, no action shall be required or permitted to be taken under these bylaws or by the officers or directors of this Corporation that would not be permitted to be taken by an organization described in Code Section 501(c)(3).  In the event the Corporation is treated as a private foundation under Code Section 509(a) for any tax year and is potentially subject to taxes under Code Sections 4941 through 4945, inclusive, (the “Private Foundation Taxes”), then notwithstanding anything in these bylaws, no action shall be required or permitted to be taken under these bylaws or by the officers or directors of the Corporation that would result in the imposition of Private Foundation Taxes.
13.2 Internal Revenue Code.  All references to sections of the “Internal Revenue Code” or the “Code” shall be considered to be references to the Internal Revenue Code of 1986, as from time to time amended, to the corresponding provisions of any similar law subsequently enacted, and to all regulations issued under such sections and provisions.
13.3 Waiver of Notice.  Whenever any notice whatever is required to be given under the provisions of the Chapter 181 of the Wisconsin Statutes, or any successor thereto, or under the provisions of the Articles of Incorporation or the bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

13.4 Fiscal Year.  The fiscal year of the Corporation shall be as determined by the Board, with the initial fiscal year selected as that beginning September 1 and ending August 31 of each year.

13.5 Interpretation.  When the context in which words are used in these bylaws indicates that such is the intent, words in the masculine shall include the feminine and neuter and vice versa.

13.6 Wisconsin Nonstock Corporation.  These bylaws are intended to be consistent with, and shall be construed under, the laws of the State of Wisconsin, including Chapter 181 of the Wisconsin Statutes.

13.7 Effect of Invalidity.  The invalidity or unenforceability of any provision of these bylaws shall not affect the validity or enforceability of any other provision of these bylaws.

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