CONSTITUTION & BYLAWS

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Constitution of the Prescott Astronomy Club

Preamble

We the undersigned, in order to secure the pleasures and benefits of an association of persons interested in astronomy and related sciences, through the conduct of public and private discussion groups, forums, panels, lectures, or other activities, do hereby organize and constitute the Prescott Astronomy Club, a non-profit organization.

Article I: Name of the Organization

The name of this organization shall be the Prescott Astronomy Club. The letters “PAC” shall hereinafter stand for the Prescott Astronomy Club.

Article II: Purpose of the Organization

This organization shall further the education of its members and the public in astronomy and related sciences by:

A. Conducting public lecture programs, field seminars in astronomical viewing, and instruction in telescope construction;

B. Promoting fellowship among and providing the means of exchanging information between individuals having a common interest in  astronomy;

C. Promoting scientific research and related activities among its members.

Article III: Approval of Financial Obligations

This organization does not contemplate financial gain or profit by any members thereof, and is organized solely for nonprofit purposes. The  following issues of the organization shall be decided by a majority of the quorum  present at a regular business meeting:

A. Acquiring or disposing of right, title, or interest in property in excess of $100.00. Proposals for activities, acquisitions and expenditures in excess of $100.00 shall be publicized in the newsletter prior to the next business meeting.

B. Incurring financial obligations in excess of the organization’s capacity to pay from current dues or yearly revenues;

C. The procedure for determining the amount of dues shall be contained in the bylaws.

Article IV: Membership

Any person who is interested in astronomy and willing to abide by the articles of the Constitution and Bylaws of this organization shall be  qualified for membership in the PAC.

A. Types of membership in the organization shall be defined in the bylaws.

B. Application for Members

      1. Application for membership shall be made solely to the membership chairman.

      2. No application will be accepted unless accompanied by all dues applicable.

C. Members in good standing shall be any individual accepted for membership and whose dues have been paid for the current year, hereinafter referred to as “members.”

Article V: Form of Government

A. Form of Government: The government of this organization shall be invested in the voting members and a Board of Directors with respective  powers as defined in the Constitution.

      1. A quorum of a regular business meeting shall be at least thirteen (13) of the  voting members in good standing.

      2. A regular business meeting shall consist of a quorum of the members in good standing. The body shall be presided over by the President  and shall have invested in it the power to amend this constitution, to approve  the budget and dues of the organization, and to approve or disapprove by simple  majority the actions of the Board of Directors.

      3. The Board of Directors shall consist of club officers and Directors-at-Large, and shall be in charge of the supervision and conduct  of any and all business of this organization, to recommend amendments to this  constitution, and perform all other functions, incident to the proper conduct  of this organization.

B. Club Officers and Directors-at-Large: Tenures of Office and Elections

      1. The Officers and Directors-at-Large of this organization shall be voting members, and shall consist of the following:

            a. President

            b. Vice-President

            c. Secretary

            d. Treasurer

            e. Four Directors-at-Large     

       2. A Quorum for a meeting of the Board of Directors shall consist of at  least four elected board members, which must include at least one officer.

      3. Periods of office:

            a. All officers shall serve a period of one year, or until their successors are elected. Each position is renewable with the exception of treasurer. The treasurer’s position is renewable only if an audit of the PAC’s treasury is conducted by a qualified person designated by the board, and the treasury is found to be in good order.

            b. All Directors-at-Large shall  serve a period of two years, with two Directors being elected every two years.

      4. Nominations:

            a. The president shall appoint a nominating committee of at least three members, who shall present the nominations to the general membership at the October business meeting.

            b. Nominations for all open positions shall be opened at the October business meeting and shall be publicized in the  newsletter prior to the November business meeting. Nominations will be closed at the start of elections at the November meeting.

           c. Any member may nominate another member for office, provided prior consent of the nominee has been given. Qualification of the nominees shall be validated by the membership chairperson or treasurer.C. Elections:

      1. Officers shall be elected by a simple majority of the quorum of the voting members present at the November business meeting.  Unopposed nominees for office may be confirmed by a majority vote, otherwise voting will be by secret ballot. The ballot counting will be by committee, and the ballots shall be saved by the secretary until the installation of officers at the January meeting. In the case of a tie, the election shall be determined by lot.

      2. The position of any officer absent from three successive business meetings or board meetings shall be declared vacant unless such absences are excused by the board.

      3. Notice of a special election shall be printed and presented to the membership in the newsletter at least two weeks prior to said election. A vacancy occurring in any office shall be filled by a simple majority vote of the quorum of the voting members present at the next business meeting.

            a. the vacancy shall be filled until the normal term of office expires in November.

D. Duties of the Board of Directors:

      1. Duties of the President shall be to:

            a. preside at all meetings.

            b. coordinate the activities of the board of Directors.

            c. call extra meetings as required, temporarily fill vacancies, and appoint and dissolve committees  not otherwise provided for.     

      2. Duties of the Vice President shall be to:

            a. serve in the place of the president in case of president’s absence or incapacitation.

            b. act in an official capacity (under the direction of the president) for the PAC at public functions.     

       3. Duties of the Secretary shall be to:

            a. keep all official documents and records of the PAC, and perform other duties delegated by the President

            b. record the minutes of all regular business meetings and the board of Directors, and at the request of any member, read aloud the minutes of the regular business or board meeting.

            c. conduct an annual inventory of all club property, and present it to the general membership at the October  business meeting.     

      4. Duties of the Treasurer shall be to:

            a. execute all financial transactions authorized by the club.

            b. receive and distribute all dues, subscriptions and bank receipts.

            c. account for all receipts and expenditures.

            d. report on club finances at each regular business meeting.

            e. maintain an up-to-date roster of members.

            f. the duties of secretary and  treasurer may be combined.     

      5. Duties of the Directors-at-Large shall be:

            a. to attend board meetings, and assist the President in carrying out club activities.

      6. All officers who serve as administrative officers,  Directors, committee chairmen, or committee members, shall be required to attend  all appropriate meetings when scheduled by the organization. When unable to  attend, a member may give written proxy for another member to attend the meeting in his/her place.

Article VI: Expulsion of Members and Impeachment of Elected Officers

A. A membership may be revoked by the Board of Directors of the PAC for any of the following reasons:

      1. non-payment of dues 

      2. willful misuse of club property 

      3. willful disregard for her/his own safety or the safety of others while on organization sponsored activities

B. Any member subject to expulsion will be granted a hearing before the Board of Directors.

C. Elected Officers, Committee Chairpersons, Directors-at-Large and all special officers may be impeached and removed from office for any of the above reasons or for neglect of duty while in office. Any Officer or Board Member subject to impeachment will be granted a hearing before the Board of Directors. Impeachment and removal from office can only be made by a two-thirds vote of the quorum present at a regular business meeting.

Article VII: Amendments

Proposed amendments to the constitution shall be written and signed by one-quarter (¼) of the members, and presented at a regular business  meeting. The amendment must then be published in the newsletter, and voted upon in its present form at the next business meeting. A vote of two-thirds of the  quorum present is required for ratification. Any amendment so passed shall take  effect immediately.

Article VIII: Dissolution of the Prescott Astronomy Club

A. A proposal to dissolve the PAC must be written and signed by one-quarter of the members, and presented at a regular business meeting. The proposal must then be published in the newsletter, and voted upon at the next business meeting. A vote of two-thirds of the quorum present is required for dissolution. This vote shall take effect immediately.

B. When such action is taken, and after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation that is organized exclusively for educational and/or scientific purposes and which has established its tax-exempt status.

Article IX: Adoption of this Constitution

A. This constitution has been accepted by a majority of the members of the Prescott Astronomy Club on January 9, 1999, and hereby revokes any previous constitution.

B. Interregnum

      1. The election of the Directors-at-Large shall take place as soon as possible after the adoption of this constitution.2. At the inception of this constitution there shall be two Directors-at-Large elected to the Board of Directors for one year.

Signed this day of: January 9, 1999

Bylaws of the Prescott Astronomy Club

Article I: Membership

A. Membership Types

There shall be three types of memberships within the PAC:

      1. Household Membership: Composed of two heads of household with one vote each and one annual newsletter subscription.  The dues shall be 150% of the regular individual membership.

      2. Individual Membership: Composed of one individual with one vote, and one annual newsletter subscription.

      3. Junior Membership: Composed of one individual under age 18 with no vote, and one annual newsletter subscription. The dues shall be 50% of the regular individual membership.

B. Budget and Dues

      1. The Board shall draft the next year’s operating budget, and set the amount of dues based on the budget.

      2. The Board shall present the proposed budget and dues at the October business meeting; they will then be printed in the November newsletter. Approval of the budget and dues will be based upon a simple majority vote of the quorum present at the November business meeting.

      3. The approved budget and dues will be printed in the December newsletter.

      4. Dues shall be  paid to the membership chairperson on or before the first meeting of the year

Article II: Meetings

A. The Board of Directors shall meet at least once every three months.

      1. The board meeting shall be conducted thus:

            a. call the meeting to order

            b. reading and approval of minutes

            c. treasurer’s report

            d. old business

            e. new business

            f. adjournment     

      2. A minimum of five members of the Board of Directors are required to conduct business.

B. General business meetings shall be held at least monthly, unless suspended on a per-meeting basis by a majority vote of the membership at the prior meeting.

      1. The general business meeting shall be conducted thus:

            a. call the meeting to order

            b. reading and approval of minutes

            c. treasurer’s report

            d. old business

            e. new business

            f. announcements and comments for the good of the club

            g. adjournment     

      2. To conduct orderly business, a member must be recognized by the chair to discuss an item of business.

C. All business shall be conducted according to generally accepted rules of order.

D. Election of officers, and amendment to this Constitution, or a matter of expulsion or impeachment will be given priority over all  other orders of business.

E. A matter requiring a vote carried over into a subsequent meeting will receive priority of business at that meeting.

Article III: Moneys

Moneys shall be kept in a bank account accessible only to the President and Treasurer. Checks must be signed by both President and Treasurer.

Article IV: Amendments

Proposed amendments to the bylaws shall be presented as new business at a regular business meeting, discussed and amended, then published in the following month’s newsletter. It shall then be discussed, amended and  voted upon at the business meeting following the publication of the newsletter.  A simple majority of the quorum present is required for ratification. When approved, the new amendment shall be printed in the following month’s newsletter.