Skylight Astronomical Society, Inc Bylaws
As Amended May, 2002
The purpose of the Skylight Astronomical Society, Inc shall be:
a. To promote amateur astronomy.
b. To educate and promote the use of effective lighting techniques to reduce light pollution.
c. To foster educational, observational, and photographic work in the various fields of astronomy.
d. To provide a medium for the exchange of information, and knowledge between amateur astronomers.
ARTICLE I. MEMBERSHIP.
Section 1. Membership Classes
There shall be five classes of membership, and hereafter in these Bylaws the generic term "member" shall denote all four classes, inclusive.
a. Individual - Any Individual 18 years or older with a sincere interest in astronomy may become a member upon payment of dues and with approval of a majority vote of the board of directors. Individual members have full voting privileges.
b. Junior Member - Any individual under the age of 18 who has a sincere interest in astronomy and has an individual member as a sponsor may become a junior member with payment of dues and approval of the board of directors. Junior members have a non-voting status.
c. Supporting Member - Any company, manufacturer, corporation or organization with a
sincere belief in the goals of the society may become a member of the Society with payment
of dues or donation and approval of the board of directors. Supporting members have
d. Family Member – Any individual 18 years or older with a sincere interest in astronomy may join as a family member upon payment of dues and with approval of a majority vote of the board of directors thus extending membership privileges to his/her spouse and/or children. Only the primary member will have voting privileges and be eligible to hold an office.
f. Honorary Member - The title Honorary Member of the Society may be bestowed upon any
person who has made a significant, continued, or outstanding contribution to the Skylight
Astronomical Society or amateur astronomy. It is granted only with unanimous approval of
the board of directors. Honorary members have a non-voting status.
Section 2. Privileges of Members
All classes of membership are entitled to attend any general meetings and events, and address the Society at general meetings. All classes of membership shall receive official notices of the Society. No commercial use of the Society mailing list is permitted without approval of the board of directors.
a. Supporting members may conduct astronomy related advertising at public events.
b. Honorary Members of the Society shall have the following specific and additional privileges:
1. This class of membership may be bestowed in addition to any other Society membership and shall not affect any other membership privileges.
2. Honorary memberships are Life membership.
ARTICLE II. OFFICERS
Section 1. Officers
The officers of the Society shall be the President, Vice-President, Secretary, Treasurer and Chief Operations Officer. The officers shall be members of the Society.
Section 2. The Board of Directors
The officers, and the chairman of each of the committees shall constitute the board of directors for the Society, hereinafter referred to as the Board of Directors. The Board of Directors shall be empowered to act on behalf of the Society, and with its full authority, on matters requiring Society action which arise at such times as the Society is not in session. Members of Board of Directors shall have one (l) vote each.
Section 3. Terms of Office
The terms of office of the Board of Directors shall be as follows:
a. The offices of the President, Vice-President, and Secretary shall be for two (2) years.
b. The offices of Treasurer shall be for three (3) years.
c. The offices of Committee Chairman shall be for one (1) year.
d. The Chief Operations officer shall be for five (5) years.
e. Each term shall begin on June 1.
f. Any officer or appointee may be removed from office by a two-thirds (2/3) majority vote of the Society. This vote may be either in person or by absentee ballot, provided that notification to remove said person, together with reasons therefore, shall have been given by mail to said person and Society not less that thirty (30) days prior to the date of such meeting or mail vote. Such proceeding can only be initiated by a majority vote of the Board of Directors.
Section 4. Duties
The duties of the executive officers shall include the following and such other duties as the Society may, from time to time, assign:
a. The President shall be the chief executive officer of the Society. He/she shall have general charge and supervision of the business and affairs of the Society, subject to the powers vested in him/her by the Board of Directors and Society. He/she shall have the power to sign, execute and terminate all contracts, deeds, obligations, and other legal instruments in the name of the Society as authorized by the Board of Directors. He/she shall preside over the general meetings, and Board of director meetings, and shall have a vote on all issues. He/she may call special sessions of the Board of Directors. He/she shall create and appoint special committees and shall be an ex-officio member of all committees except the Committee on Nominations.
b. The Vice-President shall assist the President in the discharge of his/her duties and perform them in the case of absence, death, disability, or resignation of the President. He/she shall chair or, if a candidate for office, co-chair the Nominating Committee.
c. The Secretary shall record and preserve the minutes of the Board of Directors and General meetings. He/she shall provide a summary of the Board of Directors and General meeting at the next general meeting of the Society, and shall make additional copies of the Minutes available to members of the Society upon request. He/she shall provide each member of the Board of Directors at the annual meeting the current Bylaws and each Standing Resolution of the Society. He/she shall issue notices of Board of Director Meetings.
d. The Chief Operations Officer shall oversea all operations, construction, renovation and activities of the Observatories and property owned and/or operated by the Society. He/she shall be responsible for maintaining the sites and equipment of the Society and scheduling access time at the facilities. He/she shall maintain an accurate and up-to-date-equipment and property list. Said list shall be submitted to the treasurer quarterly or at other times as requested by the treasurer. He/she may petition the Board of directors for assistants. He/she may present budget requests to the Board of Directors for the Operation, construction, and renovation of Society equipment and property.
e. The Treasurer shall receive all dues and other money due the Society and shall keep proper books of account of all monetary transactions. He/she shall place the funds in a repository approved by the Society and shall present an account of his/her transactions as Treasurer and of the financial condition of the Society to the Board of Directors and/or the President whenever they may require it, but at least annually. He/she may be bonded under conditions prescribed by the Board of Directors. He/she shall maintain an accurate and up-to-date inventory of all Society assets.
e. In the event of the death, resignation or disability of any executive officer other than President, the President shall appoint a successor to fill the unexpired term.
ARTICLE III. Board of Directors
Section 1. Function
The affairs of the Society shall be managed by the Board of Directors, as provided for in these Bylaws and the Standing Resolutions which Article III, Section 5 prescribes.
Section 2. Membership
The Board of Directors shall consist of Members as prescribed in Section II
Section 3. Quorum
In order to pass any resolution, motion, appropriations, or any other matter requiring action in a Board of Directors session, a majority vote of the members present shall be necessary, except for matters requiring a larger vote as provided for in these Bylaws or by common law. The presence of two-fifths (2/5) of the members of the Board of Directors shall constitute a quorum.
Section 4. Substitutes
Board of Director members, other than the President, who are unable to attend the Board of Directors meeting, may be represented by proxy. A written statement designating the substitute and signed by the respective Board of Director member is necessary before the proxy may be seated.
Section 5. Operating Procedures
Standard operating procedures of the Society or its activities shall be defined by Standing Resolutions:
a. Standing Resolutions shall be passed by a majority vote of the Society quorum when and only when it is in open session during general meetings.
b. No Standing Resolution shall be adopted which conflicts with these Bylaws.
c. Standing Resolutions shall be in force from the time they are passed until they are revoked by the Society in open session during general meetings.
d. The Bylaws and Standing Resolutions notebook shall be the property of the Skylight Astronomical Society, Inc and at least one copy be made available during Board of Director and General meetings.
e. Standing Resolutions shall be passed by a majority vote of the Board of Directors, before being brought to a vote at the General meetings.
ARTICLE IV. ELECTIONS
The officers of the Society shall be elected by a majority vote cast on official ballots at the May General Meeting or by absentee ballot. If necessary, a runoff vote shall determine an election.
Section 2. Nominating Committee
a. The Vice President shall serve as Chairman of a nominating committee including, but not limited to, two members from the Board of Directors and two additional members from the general membership. The chairman shall issue a call for nominations no later than three (3) months prior to the May election. If the Vice President wishes to be a candidate, the President shall appoint a co-chair.
b. The nominating committee shall select one or more nominees for each executive office, and the committee chairman shall submit a report to the President and the Secretary by February 28. The Secretary shall, in turn, submit to each member the ballot, along with biographical data on each candidate by April 30.
c. The Treasurer shall submit to the Nominating Committee Chairman a current list of members in good standing.
d. Additional nominations may be made by any member at the April meeting from the floor. All nominations must be accompanied by the candidate's written consent to serve, if elected.
Section 3. Conduct of Elections
Elections for each office currently up for election shall be contained on one ballot in the following order: President, Vice President, Secretary, Treasurer, Chief Operations Officer, and Committee Chairman. In the event any runoff election is necessary, all other election results will be announced first. The committee chairman or his/her designee shall add the votes and announce only the final total for each office. The mail ballots shall be turned over to the Executive Secretary, who shall retain them for sixty (60) days and may then destroy them, provided the election has not been challenged under Section 4 of this article.
Section 4. Election Misconduct
a. Nominating committee members and others who assist in conducting an election shall not participate in activities for the advocacy of a candidate, principle, or party. Groups or committees may be formed around policy differences or support of specific candidates, so long as no official endorsement is made or implied.
b. In the event of a challenge, in writing, of any phase of the election procedure, the full Board of Directors, by mail vote, shall decide within sixty (60) days after such challenge what part, if any, of the election results should be considered invalid. A new election for the office(s) in question shall be completed within ninety (90) days of such invalidation; the previous officeholder(s) shall meanwhile assume the office(s) in question.
ARTICLE V. DUES
All dues are renewable on a yearly basis. Any member whose dues are not paid by June 30th of the year when billed will be considered delinquent. Membership Period is from April to March
The membership and privileges of any member who is delinquent in payment of dues may be terminated in accordance with procedures established by the Board of Directors. No Notices shall be sent to delinquent members.
Dues and fees for all classes of membership shall be periodically reviewed by The Board of Directors, and fixed by a majority vote at the May General Meeting.
ARTICLE VI. COMMITTEES
There will be various committees, directed by a chairman, authorized by and operated according to all bylaws and standing resolutions.
A list of high priority goals, and objectives, shall be maintained and updated annually under the direction of the President and Board of Directors.
There shall be a Web committee, it's duties shall be to design, and maintain a Society web site, and to publish and mail electronically, the Society's newsletters and announcements. The committee shall maintain a current electronic mail list of all members in good standing as supplied by the secretary. The Committee shall not solicit or post advertisement banners on the web site with the sole exception of a sponsor's page, the use of said page shall be reserved for the advertisement of products and/or services of our supporting members.
Each committee shall submit an annual report and budget at the Society annual May meeting or at other times as requested by the Board of Directors.
ARTICLE VII. MEETINGS
The Society business meeting shall be held annually at the general meeting in May. The exact time, and place will be stipulated by the Board of Directors. 10% of the membership shall constitute a quorum.
Any member may have business brought before the Society in regular session by having petitioned, either orally or in writing, a Board of Directors member. If said Board of Directors member deems necessary, the member(s) with business before the Society may then address the group directly, subject to Board of Directors approval.
The Board of Directors shall meet one week prior to, the scheduled general meetings of the Society. The presence of three (3) of its members shall constitute a quorum of the Board of Directors.
The Board of Directors may hold additional meetings as called by the President or by petition to the President of a majority of the Board of Directors.
The Society may hold additional meetings as called by the President or by petition to the President of a majority of either the Society or the Board of Directors.
The guideline for the parliamentary authority for operation of all Society meetings shall be Robert's Rules of Order, Newly Revised. The President or his/her appointee shall serve as parliamentarian for interpretation and administration of these rules. His/her ruling will be final.
ARTICLE VIII. PROPERTY AND FINANCIAL
The Society may acquire and hold property of any description, real or personal, by gift, purchase, or otherwise.
The Society shall be a not-for-profit organization.
Upon dissolution of the organization referred to in these Bylaws as the Skylight Astronomical Society, Inc. The Board of Directors shall, after paying or making provision for payment of all Society liabilities, dispose of all assets exclusively to such organization(s) operated for educational and/or scientific purposes as the Society may determine.
An exception to article VIII section 3 is a list of equipment loaned indefinitely to the Society by it's founding members. That property is to be returned to the individual persons or their heirs unless they specify in writing that the Society may dispose of said equipment as in article VIII section 3 above. The above list of equipment, signed and dated by the founding members, is to be maintained with the master copy of the Bylaws.
ARTICLE IX. PROPERTY FUND
A property fund shall exist with moneys donated or Society-designated assets to be placed in said fund. The principal shall remain inviolate except under the following conditions: This rule may be waived should a grave fiscal crisis face the Society. A 3/4 (75%) majority of Society must declare such a crisis. This expenditure will be considered a loan at interest, if possible. The income from the property fund not used in any given year may be accumulated and added to the principal of said fund, according to the discretion of the trustees.
The fund shall be used for the acquisition of land, observatories, equipment, and for donations to educational organizational programs of an astronomical nature.
All actions of the property fund shall be by agreement of a majority vote of the Board of Directors and the Society.
ARTICLE X. AMENDMENTS
Amendments to these Bylaws may only be proposed by the Board of Directors, or by petition of five (5) or more voting members in good standing. Bylaw changes may only be voted on at the May, August, November, and February meetings.
All proposed amendments shall be distributed to each member at least thirty (30) days prior to said meetings.
Two-thirds (2/3) of the votes cast shall be required for adoption of a proposed amendment.
ARTICLE XI. RATIFICATION
These Bylaws will be ratified upon acceptance by two-thirds (2/3) of all voting members of the Society, within 60 (60) days of its distribution. It shall take effect on or after March 1, 2000 superseding all previous documents, but it shall not be retroactive.