Bylaws of the United Precious Metals Association, LCA
Article I. Purpose
The United Precious Metals Association (UPMA), a Limited Cooperative Association, operating exclusively on a non-profit basis for educational, benevolent, and reformatory purposes seeks to promote the wide circulation and use of gold and silver ("specie") legal tender within the United States of America by establishing and promoting standards and programs for the vaulting, exchange, accounting and audit of specie legal tender.
Article II. Powers
The UPMA may sue and be sued in its own name and do all things necessary or convenient to carry on its activities, except where limited by law or these bylaws. The association may maintain an action against any member for harm caused to the association by the member's violation of a duty to the association or of the organic law or organic rules.
Article III. Members
Classes. There shall be four classes of members: people, merchants, charities (including other tax-exempt entities), and governmental entities. People shall elect by majority vote, from their own class, members to serve on the board of directors. Only those people who have maintained the minimum average capital credit account balance necessary to have been assessed member dues for six consecutive months immediately prior to the meeting at which a vote is taken shall be permitted to cast votes or be eligible for election to the board of directors. Each member of the people class shall have only one vote regardless of the number of the UPMA capital credits the member has.
Qualifications. Any applicant of good character shall be admitted to membership into the appropriate class upon the applicant's agreement to the terms and conditions of membership in such class and payment of applicable member dues. The board of directors shall determine the criteria for establishing good character as well as the terms and conditions of membership for each class.
Contributions. Member contributions shall be allocated, as directed by the member, into UPMA capital credit accounts denominated in currency units pegged to either the gold dollar or the silver dollar. All capital credit accounts shall be managed by general counsel under the oversight of the board of directors for the benefit of UPMA members. These capital credit accounts consist only of physical coins, the capital credit simply being the legal structure of the account.
Communications. According to the applicable terms and conditions of membership, UPMA’s general counsel shall provide confidential communications with members regarding their respective financial interests in the UPMA, including but not limited to a monthly electronic statement evidencing that member’s UPMA capital credits and transaction activity. Such communications constitute privileged attorney/client communications.
Use of Shares. Members may transfer their capital credits to other members, deposit capital credits into escrow for the benefit of non-members and redeem capital credits by physically withdrawing their holdings from the UPMA in accordance with the terms of membership established by the board of directors. Transfers or withdrawal requests will also be honored on behalf of a member when UPMA or its agents are presented with a valid power of attorney, court order, transfer into trust, or similarly binding legal instrument. However, any such transfer or withdrawal shall be with respect to a member’s capital credits only; no person or entity may succeed to a member’s membership by operation of law or otherwise, nor is UPMA membership transferable.
Profits. No dividends or earnings based on capital credit holdings shall be disbursed to any member or class of members; however, net earnings of the association may be applied to reduce or eliminate member liability for association dues, fees and costs.
Meetings. An annual meeting of UPMA members shall be held in the month of September of each year. At least 30 days advance notice of such member meetings shall be provided to each member of record by electronic transmission using the contact information provided by the member to UPMA for that purpose. Special meetings may be called by the Board of Directors, and must be called upon the Chair’s receipt of a written request of 25% of the members. Special meetings require at least 30 days’ notice.
Quorum. A quorum at any member meeting shall consist of the lesser of the 50% of those people qualified to vote or 50 members qualified to vote, as determined at any time from the beginning of the meeting until the time a vote is called; once a quorum is determined to be present for a meeting, that quorum is deemed to remain, even if some members are no longer present when a vote is called. Voting by proxy shall not be permitted.
Power to Amend. These bylaws may be altered or amended at a member meeting by a seventy-five percent supermajority vote of a regularly constituted quorum, provided that notice of the proposed amendments has been sent to the members 30 days in advance of the meeting.
Article IV. Board of Directors
Authority. The corporate powers, business and property rights of the association shall be exercised, conducted and controlled by a board of directors. The directors shall have the power and it shall be their duty to conduct, manage and control the affairs and business of the association in conformity with laws and governing documents of the association; enroll, discipline and expel members; create and disband committees and appoint or remove members of the same as necessary; and keep records of all action of the board. The board is deemed to have delegated specific duties to general counsel, as provided hereinbelow, with the exception of trustee and escrow agent duties, which are irrevocably vested in general counsel, ab initio. The board may further delegate specific executive authorities to the Executive Committee.
Composition. The UPMA board of directors shall consist of up to 21 members. Each member of the board of directors must be a member of the people class in good standing. Each director shall serve for a three-year term. The board seats shall be divided into A, B and C groupings of seven seats each so that as nearly as possible one third of the directors may be elected annually by a majority vote of a regularly constituted quorum of the people class members present at the annual members meeting held in the month of September of each year. The newly elected directors shall take office immediately after election.
Meetings. At least two weeks advance notice of board of director meetings shall be provided to each board member of record by electronic transmission using the contact information provided by the director to UPMA for that purpose.
Regular Meetings. The Board of Directors shall have regular meetings in January, May and September.
Special Meetings. Special meetings may be called by the Chair, and must be called upon the Chair’s receipt of a written request of 25% of the members of the Board of Directors. Special meetings require at least 7 days’ notice.
Quorum. Nine members of the board of directors shall constitute a quorum necessary to conduct business at each regular meeting of the board of directors. A quorum may be determined at any time from the beginning of the meeting until the time a vote is called; once a quorum is determined to be present for a meeting, that quorum is deemed to remain, even if some members are no longer present when a vote is called.
Nominations. Candidates for director positions may be nominated by the Nominations Committee or by petition signed by twenty or more members of the people class eligible to vote. All nominations shall be submitted to general counsel at least one week prior to the annual meeting of UPMA members.
Vacancies. Directors may resign upon written notice or be removed for cause by a three- quarters supermajority vote of a regularly constituted quorum of the board of directors. The secretary of the meeting at which such a vote is taken shall faithfully record the rationale for any such decision. Whenever a vacancy in the board of directors shall occur, the directors shall fill the vacancy by vote of a regularly constituted quorum of the board of directors. Directors elected by the board shall serve for the remainder of the term of the director they replaced subject to member ratification at the next annual meeting.
Article V. Officers
Officers, qualification, and duties. The officers are a Chair and Vice Chair. Only members of the board who have served at least one full term (3 years) on the board are eligible for election as officers. Only UPMA members in good standing may continue in office. These officers shall perform the duties prescribed by these bylaws and by the Parliamentary Authority.
a. The Chair shall be the CEO of UPMA, represent UPMA in any ceremonial events, ensure that proper notice is made of meetings of the board and members, propose, in consultation with General Counsel, agendas subject to adoption by the body, preside as the chair of all Member and Board of Director meetings, and other assignments as may be given by the Board of Directors.
b. The Vice Chair shall assist the Chair in his or her duties and shall perform the duties of the Chair in the case of the Chair’s absence or inability.
c. If both Chair and Vice Chair are absent or unable, the General Counsel will be non-voting acting chair.
Election. Officers must be elected, by majority vote, at the first Board of Directors meeting following the Annual Member Meeting, to serve a one-year term, or until their successors are elected, beginning immediately after the meeting of their election is adjourned.
Vacancy. A vacancy in the office of Chair shall be filled by the Vice Chair for the unexpired term. A vacancy in the office of Vice Chair shall be filled by election by the Board of Directors for the unexpired term. If both offices of Chair and Vice Chair are vacant at the same time, both offices shall be filled by election by the Board of Directors for the unexpired term
Article VI. General Counsel
Duties. Working under the direction of the Board of Directors, the General counsel provides legal advice and representation, together with escrow, trust, accounting, payment processing, transaction settlement, information technology, advertising and lobbying services for the benefit of the UPMA and in furtherance of its programs and activities. General counsel may employ or contract other attorneys, staff, service providers, consultants or companies to perform some or all of these functions. General counsel is authorized to sign on behalf of the association in the ordinary course of business and as expressly empowered by the board of directors under extraordinary circumstances.
Representation. Independent, outside general counsel represents the UPMA, not individual members or directors. Communications between general counsel and directors or members regarding UPMA business nonetheless constitutes privileged attorney/client communications when so designated.
Conflicts of Interest. In the event of a conflict of interest between the UPMA and a member or director, the conflicted member or director shall be afforded the opportunity to retain independent counsel at his or her own expense. The fact that general counsel performs the same or similar services for both the UPMA and for individuals or entities other than the UPMA shall not in and of itself constitute a conflict of interest.
Compensation. General counsel shall receive reasonable compensation as approved by the board of directors for services rendered and shall have a priority claim against any and all association revenue for reimbursement of all cost and expense necessarily incurred to establish and maintain the association, its programs and activities.
Term of Service. General Counsel shall serve until resignation upon written notice or removal for cause by a three-quarters supermajority vote of a regularly constituted quorum of the board of directors. The secretary of the meeting at which such a vote is taken shall faithfully record the rationale for any such decision. Following resignation or removal the board of directors shall fill the general counsel position by a three-quarters supermajority vote of a regularly constituted quorum.
Article VII. Committees
Standing Committees. The Standing Committees shall work under the direction of, and be subordinate to, the Board of Directors, and are the Executive Committee, Bylaws Committee, Preparedness Committee, Marketing Committee, and Nominations Committee. No person shall be a member of more than one Standing Committee except that the UPMA Chair is a member of the Executive Committee and also is an ex-officio, non-voting, member of all other Standing Committees, and may delegate this duty to the Vice-Chair in whole or in part. The appointed committee members will begin their committee service immediately upon appointment as described below but must be approved by the Board of Directors at its next meeting. All committee members must be members of UPMA, and Executive Committee members must be members of the Board of Directors.
a. The Executive Committee has power to execute the decisions and policies of the Board of Directors, and makes recommendations to the Board. The Executive Committee may take action without Board direction only when emergent circumstances require action to be taken without sufficient time to consult the Board, after which the Executive Committee shall report to the Board as soon as practical. The Executive Committee will fully report all its activities and actions to the Board. The voting members of the Executive Committee are the UPMA Chair (as committee chair), the UPMA Vice-Chair (as committee vice-chair) and one or three other Board members as may be appointed from time to time by mutual agreement of the Chair and Vice-Chair subject to approval of the Board.
b. The Bylaws Committee is an advisory committee to recommend changes to the governing documents; to assist Members in drafting amendment proposals when requested; and other tasks as assigned by the Board of Directors regarding the governing documents; including, bylaws, special rules of order, and standing rules. The committee must have at least three members. The committee chair and members are appointed from time to time by the Executive Committee subject to approval by the Board of Directors.
c. The Preparedness Committee is an advisory committee to identify and analyze risks to UPMA interests, including but not limited to, vaulting risk, economic factors, theft, and acts of God, and to recommend plans to manage such risk to the Board of Directors. The committee must have at least three members. The committee chair and members are appointed from time to time by the Executive Committee subject to approval by the Board of Directors.
d. The Marketing Committee is an advisory committee to recommend marketing strategy and plans to increase membership and revenue, and to further the Purpose of UPMA. The committee must have at least three members. The committee chair and members are appointed from time to time by the Executive Committee subject to approval by the Board of Directors.
e. The Nominations Committee is an advisory committee to recruit and nominate candidates for the Board of Directors. The committee must have at least three members. The chair and committee members are appointed from time to time by the Executive Committee subject to approval by the Board of Directors.
Special Committees. Special Committees (“ad hoc” committees) may be created for advisory purposes, for service, or to fulfill other purposes as described in Robert’s Rules of Order, by appointment by the UPMA Chair, the Board of Directors, or the Members, and will report to, and work under the direction of, the appointing authority. Special Committees appointed by the UPMA Chair are discharged when the UPMA Chair leaves office.
Article VIII. Holdings and Transactions
Capacity. As a limited cooperative association, the UPMA is neither a financial institution nor a precious metals dealer.
Functional Currencies. The monetary holdings of the UPMA consist exclusively of the currencies herein authorized for contribution into member capital credit accounts, including specie legal tender as defined in UCA § 59-1-1501.1.
Escrowed Transactions. Transactions requiring the tender of funds other than specie legal tender shall only be conducted through escrow by UPMA’s general counsel.
Use of Earnings. No part of the UPMA’s net earnings shall inure to the benefit of any private shareholder or individual. However, UPMA may compensate directors, officers, employees and general counsel for services rendered by means of commission, fee, salary, wage, cost plus contract or any other reasonable means.
Security. All monies belonging to the UPMA are fully insured against loss or damage and are held in trust by UPMA’s general counsel in one or more commercial vaulting facilities approved by the board of directors.
Audits. At the direction of the board of directors, one or more members shall be present at a physical audit of all UPMA holdings conducted immediately before each regular meeting of the board and shall report on their findings at such meeting.
Withdrawals. UPMA monies may only be physically withdrawn from approved vaulting facilities for the purpose of disbursement to UPMA members pursuant to procedures approved by both the board of directors and general counsel.
Indebtedness. The UPMA shall not voluntarily incur any debt whatsoever. Members shall not be liable for any debts or other liabilities imposed upon the UPMA, except to the extent of any unpaid portion of their respective member dues, fees and costs.
Article IX. Miscellaneous
Fiscal Year. The association’s fiscal year begins on the first day of January.
Books and Records. UPMA’s books, records and meeting minutes shall be kept at the office of the general counsel and shall be available for inspection by any member of the board of directors during regular business hours.
Severability. Any provision of these bylaws which is found to be unenforceable by a court of competent jurisdiction shall be deleted without affecting the enforceability of any of the remaining provisions.
Meeting Formalities. Each meeting of the UPMA shall begin with prayer.
Article X. Electronic Meetings
Electronic Meetings. Meetings of the Members, or of the Board of Directors, or of any committee may be conducted electronically at the designation of the meeting chair, through the use of technologies that support anonymous voting and visible displays identifying those participating, identifying those seeking recognition, that permit showing or retrieval of the text of pending motions, and showing the results of votes, and subject to any special rules of order adopted which may include reasonable limitations on, and requirements for, participation. An anonymous vote conducted through such means shall be deemed a ballot vote.
Article XI. Parliamentary Authority
Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the UPMA in all cases to which they are applicable and in which they are not inconsistent with these bylaws and governing documents, and any special rules of order the association may adopt.
We, the founding directors of the United Precious Metals Association, a nonprofit limited cooperative association, hereby adopt the foregoing bylaws of the association.
/s/Lawrence D. Hilton
Lawrence D. Hilton, Esq.
Director & General Counsel
/s/Abraham Day
Abraham Day
Director
Adopted 4 Sep 2014; Amended 9 Sep 2017, 26 Sep 2020, 25 Sep 2021, and 24 Sep 2022