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, 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 paid member dues for six consecutive months immediately prior to the meeting at which a vote is taken shall be permitted to cast votes. Each member of the people class shall have only one vote regardless of the number of the UPMA capital credits shares 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, dollar for dollar into either of two UPMA capital credit accounts, one denominated in gold dollars and the other denominated in silver dollars. Each share of these funds shall be priced at one gold dollar and one silver dollar, respectively. Members’ contributions shall be further subdivided, as necessary, into fractional shares rounded to two decimal places. Both funds shall be managed by general counsel under the oversight of the board of directors for the benefit of UPMA members. These capital credit accounts only consist of physical coins and it is important to note that the capital credit is simply 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 specie legal tender from the UPMA in accordance with the terms of membership established by the board of directors. However, no purchaser at an execution sale, nor any other person who may succeed by operation of law or otherwise to the property or interests of a member, shall be entitled to membership or to become a member of the association by virtue of such transfer.
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 two weeks 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.
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. With the exception of immediate family members, voting by proxy shall not be permitted.
Power to Amend.These bylaws may be altered or amended at the annual member meeting held in the month of September of each year by a seventy-five percent supermajority vote of a regularly constituted quorum.
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.
Composition. The UPMA board of directors shall consist of up to 60 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. One third of the directors shall 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. For the first year of the association’s operations there shall be up to 20 board members. For the second year there shall be up to 40 board members. Beginning with the third year and thereafter there shall be up to 60 members of the board.
Meetings. The board of directors shall meet three times each year, in January, May and September. Director meetings shall be governed by Roberts Rules of Order, Newly Revised. Board of directors meetings in January and May may be conducted by telephone or other means of electronic transmission. 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.
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.
Nominations. Candidates for director positions may be nominated by a nominations committee formed by the board of directors 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 held during the month of September each year.
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. General Counsel
Duties. 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 also provides notice of all regular meetings of the members and of the board of directors as required by these bylaws. General counsel proposes meeting agendas to be adopted by the body and presides as the non-voting chairman of all member and board of director meetings. 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 VI. 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 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. Beginning January, 2015, two or more members of the board of directors shall conduct a physical audit of all UPMA specie legal tender holdings on a monthly basis and report their findings to the board.
Withdrawals. UPMA monies may only be physically withdrawn from approved vaulting facilities for the purpose of disbursement to UPMA members by the joint authorization of at least one member of 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 VII. 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 effecting the enforceability of any of the remaining provisions.
Meeting Formalities. Each meeting of the UPMA shall begin with prayer.
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
4 Sep 2014
4 Sep 2014
Amended 9 Sep 2017