CENTRAL ARKANSAS ASTRONOMICAL SOCIETY BY-LAWS
Adopted June 14th, 2014 (Amended Oct. 11, 2014)
ARTICLE I – Memberships and Friends – Classes and Privileges.
There are three full memberships classes. All full membership classes have voting rights, Observatory privileges, subject to such qualification limitations as may be defined by the board or other governing authority from time to time, and are listed as members with the Astronomical League. All privileges attending these classes, except for voting rights, extend to immediate family members. The requirements for these classes of membership are as follows:
Regular – A regular member must pay regular dues as determined by the Board.
Contributing – Contributing members make a tax-deductible contribution of at least $50 in addition to regular dues.
Student – Student members have the same privileges and qualifications as regular members, but pay dues at a reduced rate, as determined by the Board. To be a student member a person must be less than 30 years of age and enrolled or about to be enrolled as a full time student in a public or accredited academic institution.
Honorary membership and Friends:
Friends of CAAS – Friends are not members but support CAAS by making tax-deductible contributions to support the Society’s outreach and physical facilities in at least a minimum amount as determined from time to time by the Board. Friends are entitled to such privileges as the board from time to time determines.
Honorary – An honorary membership may be given to a person the Board deems worthy, usually in recognition of achievement or service to the Society or astronomy in general. Honorary members pay no dues, are otherwise entitled to all benefits of membership except Astronomical League membership and voting rights.
ARTICLE II – Membership Meetings:
Regular meetings – A regular monthly meeting of the membership shall be held on the second Saturday of each month, at such time and place designated in the notice for such meeting. Business requiring membership participation shall be conducted during the regular monthly Society meeting unless a special membership business meeting is called.
Special Meetings – A special meeting of the membership maybe called by the President, the Secretary, or by petition of not less than 25% of the active, regular membership entitled to vote. Special meetings are to be called for specific purposes and not to conduct general business. Notice must be given by way of an email list serve available to the general membership 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, for the purposes of receiving reports on the operation of the corporation, election for officers, and transacting related business.
Article III – Officers – Duties and Terms:
Positions/terms – 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. They shall be elected to one-year terms. The same person may not hold two of these offices at the same time, except the Secretary and Treasurer.
Duties – Subject to such additional duties as the Board prescribe the duties of the officers include the following:
President – The President, 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 meetings of the Board. No person shall serve as President for more than two complete consecutive terms.
Vice President – The Vice President shall assist the President in executing the duties of that office and serve as President 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 member business meetings and cause both to be timely published on the Society’s website, cause all notice to be duly given in accordance with these Bylaws, 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, preside over and certify all elections of the corporation, and make all corporate filings required by law.
Treasurer – The Treasurer shall have charge and supervision of all records pertaining to the finances of the corporation, cause all moneys and other valuable effects of the corporation to be deposited in accounts as directed and authorized by the Board, to pay the Society’s just debts, provide accurate statements of the Society’s finances at least quarterly or whenever requested by another officer or the board, file all records required by tax laws, to open the books to all officers and members during such hours as are deemed reasonable for inspection. In addition the Treasure shall, after consultation with others as needed, present a proposed budget to the Board at the regular April Board meeting, covering a twelve month period and at the October Board meeting, covering the remainder of the same period.
ARTICLE IV – Board of Directors:
Election, Number, Terms, and Qualifications – The Board of Directors shall consist of the officers, the Immediate Past President and four other members elected at large. Terms of the at large Board Members shall be for one year. Members of the Board may succeed themselves indefinitely
Special and General Powers – The Board is authorized to exercise any lawful power, not reserved to the membership or otherwise expressly prohibited by the Articles of Incorporation or these By-laws. Unless approved by the membership all expenditures of money or the entry into any contractual relationship, requires board approval or ratification.
Regular Meetings – Board meetings may be held at any reasonable time or place upon call thereof by the President, Secretary or a majority of the Board of Directors, provided however the Board shall meet at least twice during each calendar year in April and October. A Budget will be adopted for a January 1 to December 31st fiscal year at the Preceding October meeting. A calendar for the coming calendar year will be finalized at the preceding April meeting.
Special Meetings – When deemed appropriate, in order to address specific time sensitive issues, the Board may meet via videoconference or telephone conference, provided that participation is open to the general membership. Minutes in such meetings shall be kept as with any meeting of the Board.
Notice – At least a week’s notice of the time and place of a Regular meeting shall be given to the Membership via email and/or the website calendar. Notice of special board meetings must be provided to the general membership via email at least two days in advance.
Advice and Consent – Nothing in the forgoing paragraph is intended to preclude email or forum discussions between officers, Board members or the membership regarding any issue, nor to preclude polling members of the Board by the President or other officer, for purposes of obtaining advise or to determine the consensus of the Board on an issue. However, such polling may not be a substituted for Board action where such is required.
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.
ARTICLE V – Elections & Vacancies
Nomination Committee – A Nominating committee, consisting of the President, Vice President, and Immediate Past President, shall solicit the membership during the month of October, seeking to identify persons who have been members for at least one year, deemed suitable to hold Society elected offices. If any of these designated members of the nominating committee are not available to participate for any reason, the remaining member(s) to shall recruit substitutes from among the other officers and board members. The committee shall submit a slate of nominees at the November Meeting for each elected position in the Society.
Election – After the Committee’s nominations have been announced members may make additional nominations at the December annual meeting. Contested races will be resolved by confidential vote taken at the December. The Secretary and a representative of each candidate in a contested race shall count the vote.
Removal from office – A vacancy in an elected office shall exist when a board member or officer dies, resigns, fails to attend two consecutive meetings of the Board without excuse, loses their membership or is removed by two thirds vote of the board.
Vacancies – A vacancy in any elected office, excepting the office of Immediate Past President, shall be filled by vote of the membership at the first regular business meeting following the vacancy. Vacancies shall be filled for the period of time remaining in the term.
ARTICLE VI – Appointed Positions
Prior to January 1st. of each year, the President Elect shall make appointments to the following standing Society offices:
- Program Chair, whose duties are to arrange for, schedule, plan and execute programming for the Society’s monthly meetings, and other Society sponsored events, as well as to work with the Outreach Coordinator to plan the Society’s annual calendar of events.
- Outreach Coordinator, whose duties are to coordinate the Society’s participation in events sponsored by others, such as the State Park system, schools, or other groups, as well as to coordinate with the Program Chair and any outside groups participating in Society sponsored events.
- Membership Chair, whose duties are to establish a committee to address the following functions:
- Maintain an effective flow of information about astronomy and the Society to the public thereby promoting the Society and membership in the Society;
- Integrate and mentor new members;
- Coordinate with other Society positions to enhance the rewards of membership and promote membership activities and highlight member achievements and contributions to the Society.
- The Society’s representative to the Astronomical League.
- Observatory Chair, whose duties shall be to establish an Observatory Committee, which shall have the following duties:
- Establish recommendations on observatory privilege qualifications and fees and recommend the removal of such privileges for cause.
- Establish operating rules and procedures, as well as maintenance schedules and procedures for the Observatory and grounds.
- 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.
- Formulate long term development plans for the property, structures and equipment, as well as specific plans and designs for the Boards consideration.
- Maintain the grounds and facilities. In this regard the Chair shall have the discretion to over run a project or maintenance budget by 10%, or with approval of the Treasurer and/or President, 20%, without Board action.
In addition to the forgoing positions the Board shall establish and define the duties of such additional appointed positions as it deems advisable; keeping in mind the importance of dividing duties and including as many people as possible in the Society’s operations. Nothing herein is intended to restrict the President’s authority to appoint any person to any additional special task.
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 Society activities may be planned, and should have complete access to the Society’s information resources in order to announce such activities without any pressure from any party. Excepting, that the Society 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 Society as he sees fit and the majority should not preclude any activity simply because it has other priorities.
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.
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.
Certification of Adoption
The foregoing bylaws of the corporation have been duly adopted this June 14th, 2014 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.
Stephen Caldwell – Secretary.