ARTICLE I

Membership:

Regular - A regular member must be at least 16 years of age or older and be in good standing with respect to dues. Regular members have all the rights and privileges of membership not specifically reserved by the board for another membership classification. Regular members have full voting privileges.

Student - Student members have the same rights, privileges and qualifications as regular members, but have lower dues.

Junior - Junior membership may be extended to young adults between the ages of 7 to 15 years. They have rights and privileges as given from time to time by the board, but may not vote.

Corresponding - Have a reduced rate of dues and have no voting privileges. They receive the club newsletter and such other privileges which the board shall extend.

Corporate - A corporation may acquire a nonvoting membership status which will entitle it to receive the club newsletter and such other privileges which the board shall extend.

Sustaining - Persons who pay a higher rate of dues, and otherwise have the rights and privileges as regular members.

Life - Life membership may be conferred upon any person by the Board based upon outstanding contributions made to the Society, or to amateur astronomy in the state of Arkansas. Such membership can also be obtained, subject to Board approval, with a one time donation of $1,000.00 or more to the Society. Life members have all the rights and privileges of a regular member, but do not have to pay yearly dues.

Observatory - Observatory privileges may be extended to any regular, contributing, or institutional member which meets the requirements established by the board. This status is not a class of membership. Observatory privileges shall be extended with the fewest restrictions possible consistent with the security requirements of the clubs property. Dues for each category of membership shall be set by the Board unless otherwise set forth herein.

ARTICLE II

Meetings:

Regular meetings - A regular monthly meeting of the membership shall be held at a time and place chosen by the President subject to the control of the Board of Directors. Business requiring membership participation shall be conducted during the regular monthly club meeting, unless the Board calls for a special membership business meeting. The time and place of all regular membership meetings shall be announced in the club newsletter at least one week in advance.

Special Meetings - A special meeting of the membership maybe called by the Chairman of the Board, President, Secretary, Board of Directors, or by petition to the aforementioned of not less than 25% of the active, regular membership who are entitled to vote. Special meetings are to be called for specific purposes and not to conduct general business. Notice must be given by mail not more than 14 days or less than 3 days prior to such meeting, and shall state the purpose of the meeting.

Annual Meeting - An annual meeting of the membership shall be held before, after, or in place of the regular December meeting each year, at such time and place designated in the notice for such meeting, for the purposes of receiving reports on the operation of the corporation, election for officers, and transacting related business.

Article III

Officers:

Positions Authorized - The officers of the corporation shall consist of a President, who shall also serve as Chairman of the Board; a Vice President, a Secretary, and a Treasurer. Other Officers may be appointed by the Board, from time to time, as may be necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Method of Selection - The President, Vice President, Secretary, and Treasurer shall be elected annually by the membership present at the annual meeting and shall serve for a period of one year. The Board may, from time to time, prescribe the duties incumbent on any officer by resolution provided the same is not inconsistent with these bylaws.

Removal of Officers - Any Officer may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby. A majority vote of the entire Board of Directors shall be required to remove the Chairman of the Board, President, Secretary, Parliamentarian or Treasurer. Any other Officer or appointed official may be removed by a majority of the Board present at a meeting. Full disclosure of the removal of the officer and the reasons and/or actions that precipitated such action by the Board shall be made to the membership at the next regular meeting of the membership.

The President and Chairman of the Board - The President and Chairman of the Board, subject to the superior authority of the Board of Directors, shall have general charge of the business affairs of the corporation. The President shall also preside at all meetings of the executive Committee, and shall perform all such duties as are assigned to him by the Board of Directors. No person shall serve as President or Chairman of the Board for more than one complete consecutive term.

Vice President - The Vice President shall assist the President in executing the duties of that office and serve as President/Chairman of the Board at any functions which the President cannot personally attend and shall fulfill the President’s term in the event the President is unable to complete a term for whatever reason.

Secretary - The Secretary shall:

• Record all the proceedings of the Board of Directors and Executive Committee.
• Cause all notice to be duly given in accordance with these Bylaws.
• Furnish all committees with a copy of any resolution creating it.
• Be the custodian of all records, other than financial, and certify to third parties the genuineness of any and all documents as necessary to the execution of the business of the corporation.
• See that the lists, books, reports, and other such documents and records, required by law and as requested by the Board, are properly kept and filed.
• To preside over and certify all elections of the corporation.
• In general, perform all duties incident to the office of Secretary and such other duties as are given by these bylaws or assigned by the President or Board.

Treasurer - The Treasurer shall:

• Have charge and supervision of all records pertaining to the finances of the corporation and list of assets, receipts, and expenses.
• Cause all moneys and other valuable effects of the corporation to be deposited at a place designated by the Board of Directors.
• Cause the funds of the corporation to be discharged by check or cash to pay expenses of the corporations to be discharged by check or cash to pay expenses of the corporation and to properly identify and hold receipts for such funds expended as prescribed by the Board.
• Render to the Chairman of the Board, President, and Board of Directors a statement of finances when ever requested.
• To open the books to all officers and members, during such hours as are deemed reasonable, for inspection.
• In general, perform all duties incident to the office of Treasurer and such other duties as may be assigned by the bylaws, Chairman of the Board, President, or Board of Directors.

ARTICLE IV

Board of Directors:

Elected, Number, Terms, Qualifications - The Board of Directors shall consist of the President, Vice President, Secretary, Treasure, and Immediate Past President. In addition four other regular members in good standing shall be elected to serve on the Board of Directors. Terms of the Board Members, shall be one year unless reelected. Members of the Board may succeed themselves.

Special and General Powers - The business planning and long range goals of the corporation shall be managed by the Board. The Board is authorized to exercise any power, not reserved to the membership, on behalf of the corporation which is not otherwise expressly prohibited by the articles of incorporation or the bylaws of the corporation or the laws of the State of Arkansas.

Meetings - The Board shall meet and conduct business at least twice a year at a time and place to be selected by the President with due notice as outlined in these bylaws. Additional meetings of the Board may be held at any time or place upon written call thereof by the President, Secretary or a majority of the Board of Directors. Notice of any special meeting shall be given as provided in these bylaws.

Informal Action of the Board of Directors - Action taken by a majority of the Board of Directors, without a meeting, shall be valid with respect to any corporate matter if, either before or after such action is taken, all of the Board of Directors sign and file with the Secretary, for inclusion in the minutes book, a memorandum showing the nature of the action taken and their consent to the Board acting informally with respect to such matter. Such written consent shall show whether or not such director approves of the action to be taken by the Board so that the Secretary shall note in the minutes of the corporation the names of those Directors approving or opposing the action of the Board.

Removal of Directors and Vacancies - A Director may be removed from office, except as otherwise provided herein, only by a unanimous vote of the membership at a regular or special meeting and only in conformity with applicable laws. A vacancy on the Board shall exist when a Director dies, resigns, fails to attend two consecutive meetings of the Board without excuses, losses their membership or is removed by vote of the membership as referenced above or by creation of a new Directorship. Vacancies in elected Directorships shall be filled by a majority vote of the membership at the next regular membership meeting held after the vacancy has been announced in the newsletter. Directors and officers chosen to fill a vacancy shall serve only for the period of time remaining in the term being filled.

Quorum and Voting - A majority of the total number of Directors shall constitute a quorum for the transaction of business. The act of the majority of Directors present at any meeting, at which a quorum is present, shall be the act of the Board of Directors.

ARTICLE V

Executive and Other Committees:

Executive Committee - The daily affairs of the corporation shall be discharged, within the directives of the Board of Directors, by the Executive corporation and the immediate past president. The Executive Committee may act by a majority of its members which shall constitute a quorum. It may act at a meeting, or informally, provided all members of the committee are notified and consent to such action. The Executive Committee shall meet at the request of the President or other executive officer. The Board of Directors may delegate to or retract from the Executive Committee any general powers it has, which are not expressly assigned to it elsewhere here in, with the following limitations:

• The Executive Committee shall not take any action which shall effect any members rights, status or privileges between Board meetings, subject to subsequent Board approval.
• The Executive Committee shall not make any purchase or enter any contract with a value in excess of $100 unless it is acting pursuant to an expressly defined directive of the Board. The Executive Committee may make over budget purchases exceeding $100 if the amount over the budget does not exceed $100.
• The Executive committee shall have no power which the Board itself does not have, nor shall it undertake any act which would limit or diminish the authority or power of the Board of Directors.
• The Executive Committee shall not take any action other than that ordinary business affairs of the corporation and may not conduct or take any action specifically prohibited by applicable laws of this state or contrary to these bylaws.

Otherwise any act of the Executive Committee shall be the act of the Board of Directors.

Nominating Committee - At the October meeting the membership shall be advised that nominations for the clubs executive offices and board positions will be opened during the November meeting and that the recommendations of the Nomination Committee will be made at that time. The Nomination Committee, consisting of the President, Vice President, and Immediate Past President, shall solicit comments and recommendations from the membership, and make recommendations at the November Meeting for each elected position in the club. Those persons put forward by the Committee shall be considered to have been nominated. After the Committee’s nomination’s have been announced nominations shall be opened to the membership and shall remain open until closed at the December annual meeting, during which time any member may make a nomination.

Observatory Committee - The Board may establish a standing committee consisting of an Observatory Director, and at least two others to be appointed by the President. The Observatory Committee shall have the following duties:

• It shall establish recommendations on observatory privilege qualifications and fees.
• It may recommend the removal of such privileges for cause.
• It shall establish operating rule and procedures, as well as maintenance schedules and procedures.
• It shall, within the directives of the Board of Directors, formulate long term development plans for the property, structures and equipment, as well as specific plans and designs.
• It shall establish, to the extent necessary, the priorities and schedules for the use of the observatory facilities and instruments, within the guidelines, if any, which the Board shall establish.

ARTICLE VI

Other Positions and Sections:

Functionary Positions - The President Elect shall , prior to the commencement of his/her term, appoint members to the following functionary positions:

• Observatory director and committee members.
• Newsletter Editor, who’s responsibility is to publish the newsletter.
• Program director, who’s duties are to arrange for the programming at the club’s monthly meetings, and to execute the public education programs held at the observatory. This position, may be divided into two positions, if the President so desires, by segregating the club programming from the public programming.
• Membership director who’s responsibility is to develop and orient new members, and to maintain, in cooperation with the Treasurer and/or Secretary, a current list of members and their addresses, call delinquent members, and otherwise assist members.
• The club’s representative to the Astronomical league.

The President, to the extent practicable, shall avoid appointing any person to more than one functionary position, and to employ non executive officers, as much as possible, in these positions in order that participation may be as wide spread as possible and to avoid over loading any member. In no event may the President appoint a single person to more than two standing positions or an elected Executive officer to more than one such position without approval of the Board.

Sections - A formal section may be established by submitting a petition to the Board of Directors signed by at least three members in good standing, at least one of which is an observatory member setting forth the following:

• The names of the section members, and section head.
• The section name and general scope of activity and interest, together with a description of any specific project or projects to be pursued.
• The equipment and facilities to be used, and the perceived benefits to be derived toward the purposes of the organization.
• A statement that the section will produce at least one program a year for the membership and one article for the newsletter, regarding activities and/or concerning matters within its area of interest.

Board Review - Each section’s status shall be reviewed annually by the Board. If a section has not maintained a regular activity, membership, or otherwise fulfilled its obligations it shall be declared dissolved. However, in such event, if a petition is submitted as required for the establishment of a new section the Board may place the section on probation, in which case a specific date, not more than six months away, shall be set within which it shall demonstrate its functionality.

Privileges - Section heads shall sit on the Observatory Committee. Sections shall also be entitled to reserve certain facilities, instruments and equipment on a priority basis as determined by the Board, or delegated committee.

ARTICLE VII

Miscellaneous Provisions:

Conflicting Activities - Every member or group of members has the right to use the property, or otherwise pursue his/her/their astronomy interest in any proper fashion without regard to what other club activities may be planned, and should have complete access to the club’s information resources in order to announce such activities without any pressure from any party. Excepting, that the club shall have the right to priority use of such portions of the observatory as are required for public education events and has the right to schedule or otherwise commit all or parts of the Observatory for other purposes. The intent of this provision is to recognize that each member has their right to participate in the club as he sees fit and the majority should not preclude any activity simply because it has other priorities.

Checks, Drafts, Notes - All checks, drafts, or other orders for the payment of money shall be written in the name of the corporation and signed by the President, Treasurer, Secretary, or as directed by resolution of the Board. Any such instrument written in excess of $100 shall be signed by any two such officers.

Amendment - The Board of Directors, by the affirmative vote of a majority, may at any meeting, provided the substance of the proposed amendment shall have been stated in notice of the meeting, amend or alter, repeal, or change any of these bylaws without any action on the part of the membership. Full disclosures to the membership, however, is required at the next regular meeting.

Filling Out of Terms - Any person who fills out an unexpired term of another officer or director shall not be precluded by virtue of such service from seeking and holding that office for a complete term upon the expiration of the partial.

Dues - All club dues shall be paid during the first month of each calendar year by January 31 to the Secretary, who will make any address changes and/or roster corrections necessary. All moneys should then be sent to the Treasurer. Dues notices shall be mailed to all existing members during the first full week of January.

Certification of Adoption - The foregoing bylaws of the corporation have been duly adopted this year of 1986 by action of the Board of Directors of the corporation pursuant to the laws of this state.

In testimony thereof, witness the hand of the undersigned as Secretary of the corporation on such date.