- ARTICLE 1 – NAME
- ARTICLE 2 – PURPOSE
- ARTICLE 3 – OFFICES
- ARTICLE 4 – DEDICATION OF ASSETS
- ARTICLE 5 – MEMBERSHIP
- ARTICLE 6 – BOARD OF DIRECTORS
- ARTICLE 7 - OFFICERS
- ARTICLE 8 - COMMITTEES
- ARTICLE 9 – FINANCIAL PROCEDURES
- ARTICLE 10 – CONFLICTS OF INTEREST
- ARTICLE 11 - INDEMNIFICATION
- ARTICLE 12 - EXECUTION OF CORPORATE INSTRUMENTS
- ARTICLE 13 – BOOKS AND RECORDS
- ARTICLE 14 – AMENDMENTS TO BYLAWS
- ARTICLE 15 - CONSTRUCTION AND DEFINITIONS
- BY-LAW REVISIONS
BYLAWS OF AMATEUR ASTRONOMERS ASSOCIATION, INC.
The following Bylaws shall be subject to, and governed by, the Not-for-Profit Corporation Law of New York (hereinafter the “NPCL”). In the event of a conflict between these Bylaws and any mandatory NCPL provision, the NCPL shall be controlling. In the event of a direct conflict between these Bylaws and the Certificate of Incorporation of the Amateur Astronomers Association, Inc., these Bylaws shall be controlling.
ARTICLE 1 – NAME #
Section 1.01. The legal name of the organization shall be the “Amateur Astronomers Association, Inc.” and shall herein be referred to as the “Association” or the “AAA.”
ARTICLE 2 – PURPOSE #
Section 2.01. The general purposes of the Association are to promote the study of Astronomy and to emphasize the cultural and inspirational value of the subject through:
- encouraging astronomical education, recreation, and research;
- promoting the science of Astronomy;
- providing opportunities for the pleasures and benefits of an organization of amateur and professional astronomers;
- making Astronomy more visible, accessible, and enjoyable to the public;
- popularizing interest and awareness in Astronomy through public and media outreach; and
- providing assistance and outreach to primary and secondary schools, and institutions of higher education.
Section 2.02. The Association is established within the meaning of IRS Publication 557, Section 501(c) of the Internal Revenue Code of 1986, as amended (hereinafter the “Code”) or in the corresponding section of any future federal tax code and shall be operated exclusively for the purposes identified in these Bylaws.
ARTICLE 3 – OFFICES #
Section 3.01. The principal office of the Association shall be located in the State of New York, at such place as the Board of Directors may determine or deem necessary, or as the affairs of the Association may find a need for from time to time, provided that any permanent change of address for the principal office will be properly reported as required by New York law.
Section 3.02. The Association may maintain additional offices at such other places as the Board of Directors may designate.
ARTICLE 4 – DEDICATION OF ASSETS #
Section 4.01. The properties and assets of the Association are dedicated to and for not-for-profit purposes only. No part of the net earnings, properties, or assets of the Association, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of the Association.
Section 4.02. On liquidation or dissolution, all remaining properties and assets of the Association shall be distributed and paid to an organization dedicated to not-for-profit purposes and which has established its tax-exempt status pursuant to Section 501(c) of the Code.
ARTICLE 5 – MEMBERSHIP #
Section 5.01. Any individual with an interest in promoting the Purpose of the Association, as set forth in Section 2.01, and whose primary residence is in the United States is eligible to become a member of the Association (hereinafter an “Individual Member” or “Member”) in accordance with these Bylaws. The Board of Directors may in its sole discretion revise or establish additional membership classes for the Association, including the qualifications, rights, privileges, and duties of each such class.
Section 5.02. To obtain membership in the Association, an individual must submit to the Association: (a) a completed membership application; and (b) payment of the annual dues that apply at the time of the application. All Members of the Association are subject to these Bylaws, as well as to any subsequent revisions or amendments thereof.
Section 5.03. Each membership shall be for a term of one (1) year from the date on which the Member pays the annual dues. The amount of dues shall be determined by the Board of Directors, provided that any increase in the dues shall be subject to approval by a majority of votes cast at a meeting of the Members or pursuant to a mail referendum put before the Association’s membership.
Section 5.04. Any Member that has paid the required dues and who is not suspended shall be in good standing. Failure to pay required dues may result in loss of all Membership rights and privileges in accordance with the procedure set forth in these Bylaws.
Section 5.05. Members shall have the right to: (a) vote on each matter requiring a vote of the Members, as set forth in these Bylaws; (b) serve on the Board of Directors; (c) serve as an Officer of the Association; and (d) serve on a committee of the Board.
Section 5.06. A Member is entitled to: (a) receive the Association’s periodical publications; (b) receive announcements of special programs; (c) attend Association meetings; (d) participate in special programs; and (e) attend Board of Directors’ meetings with exceptions per section 6.09 below.
Section 5.07. A Membership will lapse, after a grace period, for non-payment of dues. The grace period begins on the first calendar day after the due date for the Member’s dues and ends forty-five (45) calendar days after the due date for the dues.
Section 5.08. The occurrence of any of the following events shall constitute grounds for termination of a Member:
- Failure to pay annual dues after the grace period.
- Occurrence of an event that renders a Member ineligible for membership, or the failure to satisfy membership qualifications.
- Conduct by a Member, as determined within the sole discretion of the Board of Directors, which in any way tends to harm the Association, or adversely affects its reputation, or which is contrary to the Purpose of the Association.
- Violation of an Association policy, procedure, or these Bylaws.
Section 5.09. A Member’s alleged policy, procedure, or Bylaw violation will be considered by the Board of Directors when such allegation is submitted in writing to a member of the Executive Committee of the Board of Directors. Within three (3) calendar days of receipt of such a written communication, the Executive Committee shall refer the matter to the Board of Directors, which will then investigate the allegations. The Member that is the subject of the allegation(s) will be given reasonable opportunity to meet with the Board of Directors before any final determination is made that could result in that Member’s termination from the Association. The votes of a majority of the Board of Directors are required in order to terminate a Member.
ARTICLE 6 – BOARD OF DIRECTORS #
Section 6.01. The Association shall have a Board of Directors (the “Board”) that is responsible for the management and well-being of the Association and serves as its principal governing body. All corporate powers shall be exercised by or under the authority of the Board and the affairs of the Association shall be managed under the direction of the Board, except as otherwise provided by New York law. All powers and authority not explicitly delegated to the Officers or by the Board from time to time, shall remain with the Board. The Board sets the general policies and strategies for the Association, which the Officers implement. Each Board member is required to sit on at least two Committees of the Association. The Board shall have the authority to form its own formal or ad hoc committees as needed from time to time.
Section 6.02. In the performance of duties as a Director, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- one or more Officers of the Association whom the Director deems to be reliable and competent in the matters presented.
- counsel, independent accountants, or other persons, as to the matters which the Director deems to be within that person’s professional or expert competence; or
- a committee of the Board of Directors upon which the Director does not serve, as to matters within its designated authority, which committee the Director deems to merit confidence.
Section 6.03. The Board of Directors shall consist of no more than eleven (11) and no less than seven (7) Directors, the exact number to be determined by the Board from time to time. Each Director must be a Member of the Association in good standing.
Section 6.04. At the first meeting of the Board following the Annual Meeting of Members but in no event earlier than June 1 of each year, the Board shall elect from among its members a Chairperson, who shall preside at meetings of the Board. The Chairperson shall serve a term of one (1) year, beginning on June 1 and ending on May 31.
- At least sixty (60) calendar days before the Annual Meeting, the Elections Committee will issue a call for candidates for Board of Director seats. The call shall be done through such means including, but not limited to, the Association’s website, Facebook page, Eyepiece, and/or emails to the Members.
- Any Member in good standing may be a candidate for election to the Board of Directors. To become a candidate, a Member must submit to the Elections Committee a statement of interest in service on the Board, a resumé, as well as any additional documentation such Member wishes to include (e.g., the candidate’s plans, thoughts, and/or campaign materials). Candidates must submit all documentation no later than forty-five (45) calendar days before the date established for the election of the Board.
- The Elections Committee will collate information received from the candidates and makes such information available electronically to the Members no later than thirty (30) calendar days before the election.
Section 6.06. At the Annual Meeting, all candidates for the Board of Directors shall be announced and Members in good standing who are present in person shall cast votes.
Upon checking in to the Annual Meeting, each Member, other than a Member who submitted an absentee ballot as per the process in Section 6.05(d), will receive a pre-printed paper ballot with all of the candidates’ names with checkboxes and instructions to mark the ballot for the number of Board of Directors’ positions to be filled. All such voting will be by secret ballot. During the meeting, the Members will be instructed how many candidate names to check (consistent with the number of Board of Directors’ positions to be filled), and to remit their completed ballots to the Elections Committee Chair (or to the Association’s Recording Secretary, if the Committee Chair is not present). In either case all ballots, including the previously-received absentee ballots, are then counted by the Elections Committee.
Candidates for the Board of Directors shall be elected by plurality voting, i.e., the candidate receiving the highest percentage of votes will be elected to the first vacant seat, the candidate receiving the second highest percentage of votes will be elected to the second seat, and so on, until all vacant seats are filled.
The Association shall not allow proxies for the votes for Board of Director candidates at the Annual Meeting.
Section 6.07. Members who anticipate being unable to attend the Annual Meeting may vote via absentee ballot. The Association shall make a downloadable absentee ballot form available on the Association’s website no later than fourteen (14) calendar days before the Annual Meeting. Such absentee ballot shall be the same in all material respects to the paper ballots distributed at the Annual Meeting. A Member wishing to vote via absentee ballot should download and print out the ballot form, check the appropriate number of names according to the instructions provided, and mail the completed ballot to the Association’s postal address provided in the instructions. To be eligible to be counted, absentee ballots must be received no later than seven (7) calendar days before the date of the Annual Meeting. The Association shall not be responsible for any ballots not properly submitted to the Association.
The Election Committee shall open and record all duly-submitted absentee ballots. A Member who has submitted an absentee ballot will not receive a ballot upon checking in to the Annual Meeting.
The Association may in the future provide for electronic voting, in accordance with New York law.
Section 6.08. Directors are elected to serve a term of three (3) years, beginning at 12 noon EST on June 1, directly following their election. Director terms are staggered so that approximately one third (1/3) of the Board of Directors shall be elected at each Annual Meeting.
No person may be elected to the Board of Directors for more than two consecutive three (3) year terms. No person shall be elected to a three (3) year term if at the end of the three (3) years the person would have been a Director for more than seven (7) years and six (6) months, consecutively. The Board of Directors may by three-fourths vote of all Directors in office waive the limit of serving seven (7) years and six (6) months consecutively for a particular Director, provided that such waiver shall expire at the next regular election of Directors, and cannot subsequently be renewed for that person.
Section 6.09. The Board of Directors shall have a minimum of four (4) regular meetings (“Regular Meetings”) in each fiscal year at times and places fixed by the Board of Directors. Regular Meetings will be held upon a minimum notice of fifteen (15) calendar days by first class mail, facsimile transmission or electronic mail. Such notice shall be deemed to be delivered as of the time it is sent. Notice of Meetings shall specify the place, date, and time of the Meeting.
A meeting of the Board, other than a Regular Meeting, may be called by the Chairperson, President, Executive Vice President, or by any two (2) members of the Board of Directors (hereinafter a “Special Meeting”). A Special Meeting shall take place only after a minimum of two (2) calendar days’ notice to each Director, specifying the place, date, time, and purpose of the Special Meeting.
A Director may waive notice of any meeting in accordance with New York law.
The Officers of the Association (i.e., President, Executive Vice President, Vice President of Operations, Vice President of Finance, Treasurer, Recording Secretary, and Corresponding Secretary) shall attend meetings of the Board of Directors and shall make such reports as the Board of Directors requires. Officers, other than those who are also members of the Board of Directors, will not be entitled to vote at Board meetings.
Meetings of the Board of Directors will generally be open to Members. However, the Board may suspend this privilege when the Board, in its sole discretion, deems a matter or discussion to be of a confidential or sensitive nature.
Section 6.10. In addition to the regular meetings, the Board of Directors will meet as often as Association business requires, and Directors will make a conscientious effort to attend all Meetings. Except as otherwise provided by New York law, the Articles of Incorporation, or these Bylaws, Directors may participate in a Regular Meeting or Special Meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the Meeting, including without limitation, in person, internet audio, video, or by telephone conference call. A Director participating by any such means shall be deemed to be present at such meeting.
Section 6.11. A quorum of Directors for the transaction of Club business at any duly represented Board of Directors meeting shall be constituted if at least 50% of the current number of active directors is achieved. No business shall be considered by the Board of Directors at any Meeting at which a quorum is not present.
Section 6.12. Any action by the Board of Directors shall require a quorum and the affirmative votes of a majority of those Directors present at the Meeting, unless a supermajority is required by the Articles of Incorporation, these Bylaws, or New York law.
Section 6.13. Any action required by New York law to be taken at a Meeting of the Directors, or any action which may be taken at a Meeting of Directors, may be taken without a Meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors in office following notice of the intended action to all Directors. Such consent, if given, must be sent by each Director in writing or by facsimile to the Association’s Recording Secretary. If New York law permits, the Directors may instead give their consent and/or vote via email.
Section 6.14. The Board of Directors may fill vacancies due to resignation, death, or removal from the Board, subject to the maximum number of Directors specified in these Bylaws. Vacancies on the Board of Directors due to resignation, death, or removal will be filled by Board vote. Such an appointment shall be effective until the following June 1, at which time that Board position will be filled for the remainder of its term and via the Board election process as detailed in Section 6.07. Vacancies due to the expiration of a Director’s term of office shall be filled via the normal election process as detailed in Section 6.05.
Section 6.14a. In the event that there are sudden vacancies and the regular process of director appointments by Board vote or member election cannot be fulfilled in time for the next upcoming regular Board Meeting, the current Board as it is currently constituted shall be allowed to conduct regular business with a reduced minimum number of Directors of 5, with also a required minimum quorum of at least a majority of Directors, that being 3 in number. This special provision can only be used once in a regular calendar year of meetings and special meetings of the Board.
Section 6.15. Directors shall receive no compensation for carrying out their duties as Directors. The Board may adopt policies providing for reasonable reimbursement of Directors’ expenses incurred in conjunction with carrying out Board responsibilities.
Section 6.16. Directors shall not discuss or disclose information about the Association or its activities to any person or entity unless such information is already a matter of public knowledge; such person or entity has a need to know; or the disclosure of such information is in furtherance of the Association’s purposes, or can reasonably be expected to benefit the Association. Directors shall use reasonable discretion and good business judgment in discussing the affairs of the Association with third parties.
Section 6.17. Any question concerning parliamentary procedure at Meetings shall be determined by the Chairperson by reference to the most current version of Robert’s Rules of Order (www.robertsrules.com).
Section 6.18. A Director may resign from the Board at any time by submitting a resignation in writing to the Chairperson of the Board and/or the Recording Secretary.
A Director may be removed from the Board by an affirmative two-thirds vote of the Directors currently in office under either of the following circumstances:
- The Director is absent and unexcused from two or more Regular Meetings during a fiscal year. The Chairperson of the Board of Directors is empowered to excuse other Directors from attendance at any Meeting for a reason deemed adequate by the Chairperson. The Recording Secretary is solely empowered to excuse the Chairperson from a Meeting for a reason deemed adequate by the Recording Secretary.
- Before any Meeting of the Board at which a vote on removal will be made, the Director in question is given seven (7) calendar days’ electronic or written notification of the Board’s intention to discuss the Director’s possible removal and the Director in question is given the opportunity to be heard before any such vote at such Board meeting.
ARTICLE 7 – OFFICERS #
Section 7.01. The Board of Directors elects the Officers of the Association per section 8.05 below, which positions of the Officers are identified in Section 7.02. No officer shall concurrently hold a position as a Director on the Board.
Section 7.02. The Officers of the Association constitute the standing Executive Committee. The Officers shall serve for terms as specified in the descriptions below. All Officers serve at the pleasure of the Board and under its direction. The Officers shall cultivate a strong and transparent working relationship with the Board and ensure open communication.
- President’s term shall be three (3) years, commencing on the December 1 of 2020. The President shall serve no more than two (2) consecutive terms.
- The President is responsible for the overall day-to-day activities of the Association and for the delegation and management of duties assigned to the Officers of the Association. The President signs contracts on behalf of the Board of Directors and the Membership, and other legal documents, as required. The President acts under the direction of the Board. For substantial actions to be taken, the President will act only with specific direction given by vote of the Board of Directors, except in cases of extreme urgency or potential liability to the Association or its members.
- The President shall attend all Regular Meetings and Special Meetings, as well as any other such meetings as the Board requests.
- The President shall report the activities of the Association at the Regular Meetings and at such other times as the Board of Directors requests.
- The President is responsible for calling for and managing the meetings of the Executive Committee, and to request such reports from the Executive Committee members as are needed for its own purposes and those purposes of the Board.
- The President monitors the financial health of the Association including its budget.
- The President shall have the authority to create ad hoc committees to serve the Executive Committee as needed from time to time.
- The President shall provide inspirational leadership and direction to all Officers and ensure the continued development and management of a professional and efficient organization. The President shall collaborate with the Board to refine and implement the strategic plans of AAA while ensuring that the budget, personnel, and priorities are aligned with AAA’s purposes and programs.
- Executive Vice President
- The term of the Executive Vice President shall be three (3) years, commencing on December 1 of 2020; the Executive Vice President shall serve no more than two (2) consecutive terms.
- The Executive Vice President will assist and advise the President in all matters regarding the day-to-day activities of the Association and when necessary shall act on the President’s behalf for the delegation and management of duties assigned to the Officers of the Association. The Executive Vice President signs contracts and documents in the usual course of the Association’s business and especially when the President is unable or unavailable to do so. The Executive Vice President also assists other Officers in completing their duties and to effectively contribute to the Association’s operations.
- The Executive Vice President shall attend all Executive Committee meetings and the Executive Vice President shall preside in the absence of, or inability of the President to preside, or at the pleasure of the President. In this capacity, the Executive Vice President will temporarily function as the President including all responsibilities and duties of the President.
- The Executive Vice President shall maintain the roster of Association members and identify opportunities, and execute strategies, for expanding the Association’s membership.
- Vice President of Operations
- The term of the Vice President of Operations shall be for three (3) years, commencing on May 1 of 2021; the Vice President of Operations shall serve no more than two (2) consecutive terms.
- The Vice President of Operations oversees the day to day operation of the AAA including, but not limited to, the management of the Membership Committee; the Fundraising Committee; the Technology & Website Committee; the Newsletter Editor(s); the Marketing Committee; the Observatory Director; and the Facilities & Equipment Manager.
- The Vice President of Operations shall attend all Executive Committee meetings and the Vice President of Operations shall preside in the absence of, or inability of both the President and the Executive Vice President to preside. In this capacity, the Executive Vice President will temporarily function as the President including all responsibilities and duties.
- Vice President of Finance
- The term of the Vice President of Finance shall be for three (3) years, commencing on May 1 of 2021; the Vice President of Finances shall serve no more than two consecutive terms.
- The Vice President of Finance maintains the financial records of the Association and ensures the implementation of, and adherence to, accounting policies and financial controls.
- The Vice President of Finance, together with the Treasurer, shall prepare the Association’s budget. The Vice President of Finance shall provide to the Board a variance report of actuals versus budget in advance of each Board meeting, and in any case no less frequently than every two (2) months.
- The Vice President of Finance ensures that all financial records are securely maintained and backed up.
- The Vice President of Finance shall monitor the investments of the Association. The Vice President of Finance shall also maintain a database of the Association’s fixed assets, including their value, condition, and location. The Vice President of Finance is an Ex Officio member of the Finance Committee.
- The term of the Treasurer shall be for three (3) years, commencing on May 1 of 2021; the Treasurer shall serve no more than two consecutive terms.
- The Treasurer shall be responsible for the Association’s bank transactions, accounts payable, and accounts receivable transactions.
- The Treasurer shall be responsible for reconciling the bank statements and managing the Association’s cash flow.
- The Treasurer shall assist the Vice President of Finance with the development and maintenance of systems for ensuring the organization’s solvency and shall prepare the AAA budget.
- The Treasurer is an Ex Officio member of the Finance Committee. The Treasurer shall be prepared to explain all outstanding debts and bills at any time.
- Recording Secretary
- The term of Recording Secretary shall be for three (3) years, commencing on May 1 of 2021; the Recording Secretary shall serve no more than two consecutive terms.
- The Recording Secretary shall record and maintain all legal records of the Association. This includes, but is not limited to, taking and recording the minutes and internal correspondence of the Board and the Executive Committee.
- The Recording Secretary shall ensure that each committee of the Board of Directors designates a representative to maintain minutes of each such committee.
- The Recording Secretary shall also maintain the archives of the minutes and legal documents; correspondence among Board members; and all other records and files of the Association.
- The Recording Secretary shall keep a list of the Officers, the Board of Directors and Chairperson, and all Committees members and Chairpersons.
- On an annual basis, the Recording Secretary shall distribute to, and collect from, all Board members all Conflict of Interest Statements and maintain them as required by New York law.
- The Recording Secretary shall be responsible for sending out notices of meetings and events and shall send out minutes of all meetings. The Recording Secretary shall also track attendance at Meetings and voting records.
- Corresponding Secretary
- The term of the Corresponding Secretary shall be for three (3) years, commencing on May 1; the Vice President of Finance shall serve no more than two consecutive terms.
- The Corresponding Secretary shall manage and convey to the relevant Executive Committee member(s) all of the external correspondence of AAA and keep a record of all correspondence received and sent.
- The Corresponding Secretary shall also manage the telephone voice mail and electronic contacts with AAA, keeping a record of all such messages and convey them to the relevant Executive Committee member(s).
- The Corresponding Secretary shall be responsible for the Association’s public relations strategy and related efforts.
Section 7.03. When in the sole discretion of the Board of Directors the best interests of the Association will be served, any Officer may be removed from office without cause, by the affirmative vote of two-thirds of the Board of Directors.
Section 7.04. Any Officer may resign at any time by delivering a written resignation to the President, or Executive Vice President, or the Recording Secretary.
Section 7.05. The Board of Directors may fill a vacancy in an Officer position due to resignation, death, or removal from the Association, subject to the maximum number of Officer positions identified in these Bylaws. Officer vacancies due to resignation, death, or removal shall be filled by Board vote, for the balance of the term of the Officer being replaced. Such an appointment shall be effective until the following June 1, at which time the position will be filled via the normal election process as detailed in Section 6.05. A vacancy on the Board of Directors occurring after the Annual Meeting of the Association, and before June 1, will remain a vacancy until after June 1, when it will be filled as prescribed in the preceding paragraph. Vacancies due to the expiration of a Director’s term of office shall be filled via the election process as detailed in Section 6.05.
A vacancy occurring three (3) months or less before the regularly scheduled expiration of that office except that of President or Executive Vice President, shall be filled at the next regularly scheduled election. Vacancies occurring greater than three (3) months before the scheduled expiration of that office, except for the offices of President or Executive Vice-President, shall be temporarily filled via a special election by the Board of Directors with a simple majority required to elect. The special election should be called as quickly as possible, and not longer than thirty (30) calendar days after the vacancy occurs. In the event of vacancies in either or both the President and Executive Vice-President position occurring at any time before their terms of office expire, the vacancy or vacancies shall be temporarily filled in the same manner.
ARTICLE 8 – COMMITTEES #
Section 8.01. The Officers of the Association shall constitute the Executive Committee, which shall have the authority to act on behalf of the Board of Directors except for the power to amend the Articles of Incorporation or these Bylaws, when such action would require the majority of votes of the Board of Directors but must be taken before that body can reasonably be convened. The Executive Committee is subject to the direction and control of the Board, and any non-trivial action(s) taken by the Executive Committee shall be reported in full to the Board of Directors at the next subsequent meeting of the Board.
Section 8.02. The Board of Directors shall appoint a permanent Governance Committee of not less than three members; such members and the committee chairperson shall be nominated by the Board Chairperson and must be ratified by a simple majority of the full Board. The Governance Committee is responsible for ensuring the good governance of the Association. It shall be composed of Directors or other members of the Association, provided that no Member may simultaneously be a member of the Executive Committee and the Governance Committee. Members of the Governance Committee may not be removed without the agreement of two-thirds of the full board.
The Governance Committee is responsible for reviewing all governance-related questions or issues that may arise from time to time and make recommendations accordingly to the full Board. The Governance Committee is also responsible for the development and oversight of the Association’s Bylaws; Conflicts of Interest Policy; and all other policies of the Association. The Governance Committee communicates Association policies to the Directors and Committee members. The Governance Committee reviews any potential Conflict of Interest issues identified, as per Section 10.02 below, and recommends any resulting action, if needed, to the full Board.
Annually the Governance Committee shall evaluate the Board and its Committees. The Governance Committee shall report to the Board on the results of the evaluations including, but not limited to, the size and responsibilities of the Board and its Committees; the independence of each Director; and Director and Officer indemnification and insurance for members of the Board and Officers.
Section 8.03. The Board of Directors shall maintain a permanent Ethics Committee. The Ethics Committee develops and publishes the Association’s Ethics policy and is responsible for promoting ethical behavior and resolving ethical issues by of any of the Association’s Members, Officers and Directors, as well as attendees of AAA-sponsored meetings and users of AAA-sponsored services. The Chairperson of the Board of Directors appoints the Ethics Committee’s Chairperson and no more than four additional Members of the Association. The Committee shall review potential unethical conduct and make recommendations for action, if deemed necessary, to the Board of Directors.
Section 8.04. The Vice President of Finance and the Treasurer are members of the Finance Committee ex officio, and either may serve as its chair. The Committee shall also include at least one and up to three additional Association members. The Finance Committee is responsible for developing and implementing financial procedures and controls, investment strategy and the annual budget. The Committee is a resource for the Treasurer and the Vice-President of Finance and will make reviews and recommendations to each.
The Finance Committee will develop and review from time to time the Association’s Accounting Policies and publish such Policies to the Board. The Finance Committee will be responsible for selection of an independent accountant to perform the Association’s annual Financial Review.
Section 8.05. The Elections Committee shall be responsible for organizing and supervising elections of Directors and Officers as per these Bylaws. It shall be composed of a total of five (5) Directors, Officers, or other members of the Association in good standing. The Association’s Chairperson shall appoint the Committee’s Chairperson and other members.
The Election Committee’s duties with respect to Board elections include soliciting candidates, compiling and distributing to the Association’s members the election information and materials submitted by candidates, preparing paper ballots for the Annual Meeting and a downloadable Absentee Ballot, opening and recording absentee ballots and counting ballots submitted at the Annual Meeting. The Committee shall determine the winning candidates based on the election procedures as detailed in Section 6.04 above.
The Elections Committee shall also supervise the election of all Officers by the Board of Directors via paper secret ballot. Members who wish to be a candidate for an Officer position must submit a resume and any other materials to the Elections Committee no later than fourteen (14) calendar days prior to any Board Meeting in which an officer election is to take place. The Committee shall distribute such information to the Board no later than seven (7) calendar days before such meeting, and prepare in advance, distribute, and count the ballots at such Board meeting.
Section 8.06. The Board of Directors may create its own ad-hoc Committees as needed from time-to-time. The Chairperson of the Board shall appoint all ad-hoc Committee chairs. Members of ad-hoc Committees must be members of the Association in good standing.
Section 8.07. Each Committee shall designate a representative to maintain minutes of the proceedings of each such committee and identify for the Recording Secretary the name of the Committee member designated for this purpose.
ARTICLE 9 – FINANCIAL PROCEDURES #
Section 9.01. The Association’s books are kept on an accrual basis, in keeping with best practices. The Association’s fiscal year begins on May 1 and ends on April 30 of each year (the “Fiscal Year”).
Section 9.02. Prior to the end of the Fiscal Year, the Treasurer and Finance Director shall prepare a budget for the following year, which must be approved by the Finance Committee, and subsequently by the full Board before the start of the next Fiscal Year. All expenditures must be within budget and any material change to the current budget must be approved by the Board.
Section 9.03. After the close of the Fiscal Year, the Finance Committee shall appoint an independent Certified Public Accountant, who, in cooperation with the Treasurer and Vice President of Finance, shall perform an Audit or Financial Review of the Association’s books in accordance with New York state law. Such Audit or Financial Review, as the case may be, will be submitted to the Board for review upon its completion.
Section 9.04. The financial records of the Association shall be made available to the Board, the Association’s Members and to the public in such form as the Board may choose from time to time.
Section 9.05. The Finance Committee shall develop and maintain accounting policies for the Association. The accounting policies will accompany and be an integral part of the Association’s Financial Statements, and shall be made available at all times to the Board, the independent accountant, state and/or regulators as required by law, the Association’s members and to other individuals or entities whom the Board deems have need of it. The accounting policies shall describe clearly the Association’s policies and procedures regarding, without limitation, accounting, financial controls, cash handling and disbursements, budgeting, tax reporting, risk management and investment policies.
ARTICLE 10 – CONFLICTS OF INTEREST #
Section 10.01. The Association will have a Conflicts of Interest Policy in accordance with New York law that is designed to protect the Association’s interests when it is contemplating entering into a transaction or arrangement that might benefit or appear to benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. The Conflicts of Interest Policy is intended to supplement, but not replace, applicable state and federal laws governing conflicts of interest that apply to non-profit organizations.
Section 10.02. The Conflicts of Interest Policy, as may be revised from time to time, shall be distributed to each Board Director annually. The Association’s Officers and Directors shall comply with the Policy. Each Officer and Director shall be required to file an annual Conflicts of Interest statement with the Association’s Recording Secretary. Any identified potential conflicts of interest by an Officer or Board member shall be reviewed by the Association’s Governance Committee, which shall then make its recommendations to the Board. In the event of such referral, the Board shall take into account the recommendations of the Governance Committee and shall take such actions using the remedies provided in these bylaws, as it may deem necessary to protect the interests of the Association.
ARTICLE 11 – INDEMNIFICATION #
Section 11.01. To the extent permitted by law, the Association shall indemnify its Officers, Directors, employees, and Members designated by the Association as volunteers who are assisting the Association in the course of Association activity, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
Section 11.02. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
ARTICLE 12 – EXECUTION OF CORPORATE INSTRUMENTS #
Section 12.01. The Board of Directors may, within its sole discretion, determine the method and designate the signatory Officer or Officers, other person or persons, to execute any corporate instrument or document or to sign the corporate name without limitation, except when otherwise provided by law, and such execution or signature shall be binding upon the Association.
Section 12.02. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts of the Association, promissory notes, deeds of trust, mortgages, other evidences of indebtedness of the Association, the corporate/organization instruments or documents, memberships in other corporations/organizations, and certificates of shares of stock owned by the Association shall be executed, signed, and/or endorsed by the President or Executive Vice President consistent with the provisions of these Bylaws.
ARTICLE 13 – BOOKS AND RECORDS #
Section 13.01. The Association shall keep adequate books and records of account; minutes of the proceedings of the Board of Directors and committees of the Board; written resolutions adopted by its Members and the Board; and a record of each Member’s name, address and membership class.
ARTICLE 14 – AMENDMENTS TO BYLAWS #
Section 14.01. The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ARTICLE 15 – CONSTRUCTION AND DEFINITIONS #
Section 15.01. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the NPCL as amended from time to time shall govern the construction of these Bylaws. If a court of competent jurisdiction shall deem any portion of these Bylaws invalid or inoperative, then so far as is reasonable and possible: the remainder of these Bylaws shall be considered valid and operative; and effect shall be given to the intent manifested by the portion deemed invalid or inoperative.
BY-LAW REVISIONS #
These by-laws were originally adopted by the Amateur Astronomers Board of Directors on October 27, 1977 and amended as shown in the table below.
Major changes were made in the spring of 2011 to eliminate the Foreign class of membership, to eliminate the position of Corresponding Secretary, to clarify ambiguous or inconsistent wording, and to bring the bylaws into compliance with the New York State Not-for-Profit Corporation Law.
In January 2018, the position of Financial Secretary was split into two separate officer positions, Financial Secretary and Membership Secretary, and all gendered pronouns were removed. Updated by-laws were adopted July 15th, 2020. See below for other changes.
|Jul 1978||VIII, 4||Section added.|
|Nov 1978||III, 3||Increase in dues recommended by the Board on July 31, 1978, are approved by mail ballot by the membership in November 1978.|
|Nov 1978||IV, 3||Quorum reduced from two-thirds (12) to simple majority (10).|
|Mar 1981||V, 3||Provision to suspend prohibition on one person’s serving more than two terms as President.|
|Apr 1982||VII (entire)||Specific provisions re meetings of members, especially use of proxies and establishment of quorum (10).|
|May 1982||V, 1 & 3||Provision for a legally constituted board with less than 18 members. Reduction in quorum from majority to six (in accordance with allowance under NY State law).|
|Feb 1995||III, 1||Membership Classes amended.|
|Feb 1995||III, 2||Eligibility amended to agree with simplified membership classes.|
|Feb 1995||III, 3||Dues raised to $20 (regular) and amended to agree with simplified membership classes. (Note: The membership fee and the Sky and Telescope subscription were separated so members could opt not to subscribe.)|
|Feb 1995||III, 4||Privileges amended to agree with above changes.|
|Apr 2002||IV, 5; VII, 3||Use of Proxies by members removed. Gender-Neutral changes added.|
|Aug 2004||III, 3||Dues raised to $25 (regular) and $30 (foreign).|
|Feb 2005||III, 2||Provision to restore membership added.|
|Nov 2005||III, 1 & 2||Membership categories clarified.|
|May 2011||III||Single class of membership (“foreign” category eliminated).|
|May 2011||III & V||References to Sky & Telescope and Astronomy eliminated.|
|May 2011||IV||References to “Joint and Honorary” members eliminated.|
|May 2011||IV||Board meetings: voting by proxy disallowed, teleconferencing permitted, provide for unanimous consent by email.|
|May 2011||IV||Board vacancies to be filled by Board, not by President.|
|May 2011||V||Corresponding Secretary position eliminated.|
|May 2011||VIII||Categories of charitable giving eliminated.|
|May 2011||III, 3||Specific dues amount removed. Amount to be determined by Board of Directors, subject to approval by members at annual meeting or by mail referendum.|
|May 2011||III, 4||Table of privileges replaced by simple paragraph.|
|Jan 2018||III, 4||Reference to the Association’s library removed.|
|Jan 2018||IV, 2||Remove stipulation that Board meetings be held at Headquarters.|
|Jan 2018||IV, 5||Nominating Committee fixed at 5 members, max 3 from prior year.|
|Jan 2018||V||New Membership Secretary. Duties of all officers re-defined.|
|Jan 2018||VIII, 1||Fin Sec’y & Treasurer prepare budget before start of fiscal year.|
|Jan 2018||VIII, 3||Annual audit / financial review to be done by independent CPA.|
|May 2018||IV, 1||Imposed term limits for Directors|
|July 2020||New by-laws adopted|
|December 2021||6.11, 6.14a, 8.02||Refined quorum definition in special cases|