Southern Maine Astronomers
Bylaws
Bylaws
1. PURPOSE
1.1 General
Purposes.
The purposes of the Southern Maine Astronomers
("SMA") are to:
• Promote the science of Astronomy
•
Collaborate with schools in promoting astronomy within their curricula
• Provide
a means of correlating amateur activities with professional research
•
Encourage and coordinate activities among local astronomical societies
2. TAX-EXEMPT
STATUS
2.1 Statement
of Exemption. It is intended that SMA shall have and continue
to have the status of a non-profit organization that is (a) exempt from federal
income tax under Section 501 (a) of the Internal Revenue Code of 1986, as
amended, or successor provisions of federal tax law (the
"Internal Revenue Code") and, more particularly, as an organization
described in Section 501(c)(3) of such Code, (b) eligible for contributions
that are deductible under Sections I70(c)(2) and 2055(a)(2) of the Internal
Revenue Code consequently, and (c) other than a private
foundation as defined in Section 509(a) of the Internal Revenue Code. The
Articles of Incorporation and these Bylaws shall be construed accordingly and
all powers and activities shall be limited accordingly.
In furtherance of its tax-exempt purpose, no
substantial part of the activities of SMA shall be the carrying on of
propaganda, or otherwise attempting to influence legislation; provided that SMA
shall have the power to make an election under Section 50l(h) of the Internal
Revenue Code. Likewise, SMA shall not participate or intervene in any manner or
to any extent in any political campaign on behalf of any candidate for public
office. Furthermore, SMA shall not engage in any activities that are unlawful
under applicable federal, state or local laws.
2.2 Prohibition
of the Inurement of Assets and Income to Private Persons. All the assets and income
of SMA shall be used exclusively for its charitable, scientific, and
educational purposes and no part thereof shall inure to the benefit of any
private individual; provided, however, that nothing contained herein shall be
construed to prevent the payment by SMA of
salaries and expenses to officers and employees of SMA.
2.3 Dissolution.
If this organization be dissolved or its legal
existence terminated, either
voluntarily or involuntarily, or upon final
liquidation of SMA, none of its assets shall inure
to the benefit of any private individual, and
all of its assets remaining after payment of all
of its liabilities shall be distributed to one or more
organizations which the
Board of Directors then determines is qualified
both as an exempt organization under
Section 501 (c)(3) of the Internal Revenue
Code, and as an organization engaged in
activities substantially similar to those of
SMA (within the meaning of 13-B M.R.S.A.§407).
3. MEMBERSHIP
There shall be five classes of membership. 3.1 Membership
Categories
a. Individual
- Any individual with an interest in SMA's purpose who has paid the
Individual Membership rate.
b. Family
- More than one individual from the same family with an interest in SMA's
purpose who have paid the Family Membership
rate.
c. Lifetime
- Any individual with an interest in SMA's purpose who has paid the
Lifetime Membership rate.
d. Supporting
- Any corporation or organization with an interest in SMA's purpose that
has paid the Supporting Membership rate.
e.
Student - Any person under the age of 19 with an interest in
SMA's purpose who
has paid the Student Membership rate.
3.2 Membership Benefits and Privileges
a. Voting -
All members in good standing shall be entitled to vote on all matters
brought before the membership.
b. Use of facilities - When properly
certified all members shall be entitled to use
SMA's equipment and facilities in accordance
with SMA's policies. Any revenue
generated through the use of SMA's name or
assets shall inure to SMA and not to
any individual.
c. Benefits - All members will be entitled to
all membership benefits as may be
established
by SMA including such things as free attendance at SMA events,
discounts on astronomical magazine
subscriptions, etc.
3.3 Member
Powers
The Member shall have those rights granted by
the Maine Nonprofit Corporation Act and such additional rights as are set forth
in the Articles of Incorporation and these Bylaws.
These rights are:
By
majority vote of the Members in good standing and eligible to vote at the time
of the election:
a. Annual selection of the Board of Directors.
b.
Modification in either the size of or the qualifications of the Board of
Directors as further provided for in Section
5 herein.
By a two-thirds (2/3) vote of the Members in
good standing and eligible to vote at the time of voting:
c. The amendment, restatement, or modification
of the Articles of Incorporation of SMA.
d.
The approval of the sale, lease, or other disposition (excluding the
mortgage or pledge) of all, or substantially all, of the assets and property of
SMA.
e.
The dissolution of SMA or its merger with or consolidation with another organization.
In addition, a Member may, at any time, propose
a change to the Bylaws. Such proposals will be considered by the Board at is
next regularly scheduled meeting, the proposed
change published to all Members for comment and the recommended change acted
upon by the Board of Directors at its next regularly scheduled meeting
subsequent to the publication.
3.4 Meetings of Members
a. Annual and Special Meetings. The
annual Membership meeting shall be held at such time and place as the Directors
may determine. Special Membership meetings may be called at the written request
of twenty percent (20% ) or more of the Members.
b Notice.
The President shall notify the Members of the Annual Meeting and any
Special Meeting at least fourteen (14) days before the date of the meeting.
Special Meeting at least fourteen (14) days before the date of the meeting.
c. Voting. Each Member shall have one
vote. No voting by proxy shall be permitted at any annual or special meeting.
d. Quorum. For purposes of transacting
business at the Annual Meeting or at a Special
Meeting, representation comprised of twenty-five percent (25%) of the
Membership then in good standing will constitute a quorum. A quorum may be
accomplished through the use of electronic conference as provided for in
Section 9.
4. DUES
4.1 Term
a. Annual - Dues are due and payable on a calendar year basis. Except
in the case of Lifetime Memberships dues are due annually in January. Any
member whose dues are not paid by February 28th will be considered
delinquent. Delinquent members lose all benefits and privileges of membership.
b. Reinstatement - Delinquent membership may be reinstated upon
payment of a reinstatement fee to be determined by the Directors.
4.2 Membership
Rates The Board of Directors will determine the rates
for the various classes of membership from time to time.
5. GOVERNANCE
5.1 Board of
Directors.
a. Authority.
Consistent with the organizational goals and interests of the Members, the
Board of Directors (hereinafter the "Board") shall be and shall have
the full authority to direct the affairs and activities of SMA.
b. Qualifications. The Board shall be
comprised of SMA Members in good standing who are in
a position to advance the purposes and goals of SMA.
c Size and
Representation. The size of the Board shall not be fewer than five (5)
nor more than eleven (11) members or as otherwise may be provided in the
Articles of Incorporation.
nor more than eleven (11) members or as otherwise may be provided in the
Articles of Incorporation.
d. Terms of Service. Terms of service
shall be for two years and members may run for unlimited terms.
e. Voting Rights. Each
member of the Board shall have one vote.
f. Removal of a
Director. Members are expected to remain in good standing during
their term of service on the Board as Director. In the event a Member terminates
or has his membership terminated, the Director may be subject to removal by a
two-thirds (2/3's) vote of the remaining Directors. Regardless of the Member's
status, any director may be removed with cause subject to a two-thirds (2/3's)
vote of the remaining Directors.
their term of service on the Board as Director. In the event a Member terminates
or has his membership terminated, the Director may be subject to removal by a
two-thirds (2/3's) vote of the remaining Directors. Regardless of the Member's
status, any director may be removed with cause subject to a two-thirds (2/3's)
vote of the remaining Directors.
g. Removal of a Member. Members may be
removed with cause subject to a two-thirds (2/3's) vote of the Directors.
h. Vacancies. In case of a vacancy in the
Board, the Board may, by majority vote of the Directors then in office, elect a
replacement director from among the membership to fulfill the unexpired term.
5.2 Officers.
a. Enumeration and Term of Officers.
The Board of Directors shall elect a
President, Vice President, Secretary, and
Treasurer of SMA and such other officers as the Board from time to time deems
appropriate. No two or more offices may
be held by the same person. With the exception of the President and Vice
President and as provided for below, Officers need not be elected annually and
shall hold office until their successors are chosen and have been qualified, or
until their earlier resignation or removal from office.
b President. The Board of Directors
shall annually elect one of its members as President (who shall also serve as
President of the Corporation) at the Annual Meeting of the directors of SMA.
The President shall serve a one-year term and is eligible for re-election but
in no case for more than six (6) successive years. The President shall provide policy direction
and have general oversight of all affairs of SMA. S/he shall preside at all
meetings of the Board of Directors and shall perform all duties incident of the
office of President.
c. Vice President. The Vice President shall be a member of the
Board of Directors and shall be elected annually at the Annual Meeting of the
directors of SMA. The Vice President
shall serve a one-year term and is eligible for re-election, but in no case for
more than six (6) successive years. The
Vice President shall perform all duties of the President in the event of
his/her incapacity, resignation or removal from office until the next Annual
Meeting of the directors
d.. Treasurer. The Treasurer shall be a
member of the Board of Directors. Among his/her duties, the Treasurer shall
insure the preparation of financial statements, including quarterly operating
figures and balance sheets, supervise the preparation
of the annual budget, and be responsible for the financial management of SMA,
including long-range financial planning.
e.. Secretary. The Secretary shall be a
member of the Board of Directors and be
responsible for recording the proceedings at
the Board Meetings. S/he may give, or cause to be given, notice of all meetings
of the Board of Directors. The Secretary may certify all votes, resolutions,
and actions of the Board of Directors, and may
attest all documents executed on behalf of SMA.
f. Removal. All officers serve at the
pleasure of the Board of Directors and may be removed at any time by the vote
of a majority of the Directors then serving, with or without cause.
g. Resignations. Any officer may resign
by giving written notice to the President or
Secretary. Unless otherwise specified therein, a resignation shall take effect
upon receipt of such notice, and the acceptance of such resignation shall not be
necessary to make it effective.
Secretary. Unless otherwise specified therein, a resignation shall take effect
upon receipt of such notice, and the acceptance of such resignation shall not be
necessary to make it effective.
h. Vacancies.
A vacancy in any office, however occurring, shall be filled by the
Board of Directors.
i. Powers and Duties. Except as provided
for herein and subject to the control of the Board of Directors, each officer
shall have such powers and duties as are customarily incident to his or her
office or as the Board of Directors may otherwise prescribe.
6. COMMITTEES
6.1 SMA
Committees. The President, upon approval from the Board of
Directors, may
designate one or more Committees such as a
Program Committee from among SMA's Board or Members, each such committee
consisting of one or more Directors. The Board of Directors may delegate to any
such committee all or any portion of the authority of the Board, except
authority to amend these Bylaws, and to the extent prohibited by the Maine
Non-Profit Corporation Act. Each committee shall keep regular minutes of its
meetings and shall report its actions to the Board of Directors when so
requested.
6.2 Executive
Committee. The Executive Committee shall consist of the officers of
the Board, and such other directors as appointed by the President and shall
have and may exercise the power to transact all regular business of the
Corporation during the period between meetings of the Board, subject to any
prior limitation imposed by the Board. The Executive Committee shall: (i)
report all matters of major importance to the Board at its next regularly
scheduled meeting; (ii) oversee the review of the Corporation's governing
documents; (iii) oversee the Corporation's activities with respect to its
regulatory compliance activities; and (iv) complete such other responsibilities
as may be delegated by the Board.
6.3. Nominating
Committee.
a. Directors. The nominating committee
shall be responsible for nominating eligible candidates for a director position
on the Board and shall propose a slate of nominees to be submitted to the Members
at the annual meeting of SMA. The Nominating Committee, shall strive to
recommend a well-balanced slate of nominees from among the various classes of
membership. A majority vote of the Members is required to approve a nominee.
b. Officers. The Nominating Committee shall be responsible
for nominating eligible candidates for an officer position on the Board and
shall prepare a slate of nominees to be submitted to the Board at its annual
meeting. The Nominating Committee shall strive to recommend a well-balanced
slate of nominees. A majority vote of the Board is required to approve a
nominee.
7. MEETINGS
OF THE BOARD OF DIRECTORS
7.1 Regular,
Special and Annual Meetings. The Board
of Directors shall meet at least four times a year to conduct business. Members
may attend meetings of any committee of SMA. One of
the meetings of the Board of Directors shall be its annual meeting, which shall
be held immediately following the annual meeting of SMA. Three or more
Directors may call a special meeting of the Board of Directors. When it is not
practical or desirable to call a Special Meeting of the Board of Directors, the
Directors may act by signing written consents, as provided in Section 8.
7.2 Minutes. Minutes of all meetings of the Board of Directors and any
relevant committees shall be taken and reported at the next meeting of the
Board or relevant committee.
7.3 Notice of
Meetings of the Board of Directors and Committees.
a Board of
Directors. The President or his/her designee shall notify the Board of
Directors of each Regular Meeting, Annual
Meeting, and of each Special Meeting at least fourteen (14) days before the
date of the meeting. The schedule of meetings of the Board of Directors shall
be sent, as information copies to all Member members of SMA and shall be posted
on SMA's website.
b. Committees. The President or his or
her designee shall notify the members of the relevant committee of each Regular
Meeting and of each Special Meeting at least seven days before the date of the
meeting. The schedule of meetings of the relevant committees shall be sent, as
information copies to all Members.
7.4 Quorum.
a. Board of
Directors. For transacting business at the Annual Meeting, each
Regular Meeting or at a Special Meeting, a
majority of all Directors constitutes a quorum. If a quorum is not present at
any meeting, any action may be taken provided each of the Directors signs a
written consent, as provided in Section 8. A quorum may be accomplished through
the use of electronic conference as provided in
Section 9.
b. Committees. For transacting business at
any meeting of a committee of the Board of Directors, a majority of the members
of the relevant committee shall constitute a quorum. If a quorum is not present
at any meeting, any action may be taken provided each of the committee members
signs a written consent, as provided in Section 8.
A quorum may be accomplished through the use of electronic conference as
provided in Section 9.
8. UNANIMOUS
ACTION WITHOUT A MEETING
The Board of Directors or any Committee of the
Board of Directors may take any action, normally taken at a meeting, without a
meeting providing all members of the relevant body sign written consents that
set forth the action taken or to be taken and that are signed either before or
after the intended effective date of the action. The signed consents shall be
filed with the minutes of the relevant body and shall have the same effect as a
unanimous favorable vote.
9. MEETINGS
BY ELECTRONIC CONFERENCE
Meetings of the Board of Directors or any
Committee of the Board of Directors may be held by means of an electronic
conference allowing all persons participating in the meeting to hear each other at the same time; provided that all Directors are
properly notified and called, unless they expressly indicate they cannot
participate. The minutes of any meeting held by an electronic conference shall
be reported at the next meeting of the Board of Directors or relevant
committee.
10. INDEMNIFICATION OF DIRECTORS AND OFFICERS
10.1 Mandatory
Indemnification. Except to the extent expressly prohibited by law or by the
Articles or these Bylaws, SMA shall in all
cases indemnify any existing or former member of the Board of Directors or
officer of SMA who was or is a party or is threatened to be made a party to any threatened,
pending, or completed action, suit, or other proceeding, whether civil, criminal, administrative, or investigative,
by reason of the fact that s/he is or was a director, officer, employee, or
agent of SMA or is or was serving at the request of the Board as a member of the Board of Directors, officer, trustee,
partner, manager, fiduciary, employee, or agent of another corporation,
partnership, limited liability company, joint venture, trust, pension or other
employee benefit plan, or other enterprise, or by reason of his or her conduct in any such capacity,
against expenses (including, without limitation,
costs of investigation and attorneys' fees, judgments, fines, penalties, and amounts paid in settlement) actually and reasonably
incurred by him or her in connection with such
action, suit, or proceeding. Provided, however, that indemnification shall not
be mandatory in respect of (i) any action or claim by such person against SMA, or against one or more members of the Board of Directors or
officers of SMA in their capacities as such, or (ii) any action or claim by or
in the right of SMA against such person if
such action or claim was approved, prior to the filing thereof, by the
affirmative vote of at least two-thirds of the Board of SMA then in office.
10.2 Permissive Indemnification. Except to the extent that indemnification is mandatory
under (a) above, SMA may, but shall not be required to, indemnify any person
who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or other proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that s/he is or was a
member of the Board of Directors, officer, employee, or agent of SMA or is or
was serving at the request of SMA as a member of the Board of Directors, officer, trustee, employee,
partner, manager, fiduciary, or agent of another corporation, partnership,
limited liability company, joint venture, trust, pension or other employee
benefit plan, or other enterprise, or by reason of his or her conduct in any such capacity, against expenses (including, without
limitation, costs of investigation and attorneys' fees, judgments, fines,
penalties, and amounts paid in settlement) actually and reasonably incurred by
him or her in connection with such action, suit, or proceeding. Such indemnification shall be subject to any restrictions
imposed by applicable law or by the Board in its discretion.
10.3 Advance Payment of Expenses.
a. With respect to any claim for which
indemnification is mandatory under Section 10.1 above, all expenses reasonably
incurred by any existing or former member of the Board of Directors or officer
in connection with such claim shall promptly be paid by SMA, even in advance of
the final disposition of the action, suit, or proceeding in which such claim is
asserted or threatened.
b. With
respect to any claim for which indemnification is permitted under Section
10.2 above but not mandatory under Section
10.1, expenses reasonably incurred by a person in connection with such claim
may, in the discretion of the Board, be paid by SMA
in advance of the final disposition of the action, suit, or proceeding in which
such claim is asserted or threatened. The Board, in its sole discretion, may
impose such conditions as it deems appropriate on any advance payment of
expenses under this Paragraph (b).
c. Notwithstanding Sub-paragraphs (i) and (ii)
of this Paragraph, no advance payment of expenses
shall be made hereunder unless SMA shall be in receipt of:
(i)
A written undertaking by or on behalf of the indemnified person to repay
that amount if such person is finally adjudicated not to be entitled to indemnification by SMA; and
(ii) A written affirmation by the indemnified
person that s/he (a) acted
honestly and in the reasonable belief that his
or her action was in or not opposed to the best interests of SMA (or, in the
case of a person serving as a fiduciary of an employee benefit plan or trust,
in or not opposed to the best interests of that plan or trust or its
participants or beneficiaries) and (b) with respect to any criminal action or
proceeding, that s/he did not have reasonable cause to believe that his or her
conduct was unlawful.
The undertaking required by clause (i) of this
Sub-paragraph (c) shall be an unlimited general obligation of the person
seeking the advance, but (except to the extent otherwise provided by the Board
pursuant to Sub-paragraph (b)) shall not be secured and shall be accepted
without reference to financial ability to make the repayment.
10.4 Nonexclusive
Remedy; Benefit. The rights provided by this Article shall not
be deemed exclusive of any other right of indemnification or payment provided
by contract, the Articles, vote of the Board of Directors or otherwise. Any
right of indemnity or payment arising under this Article shall continue as to a
person who has ceased to hold the office or position in which such right arose;
shall inure to the benefit of his or her heirs, executors, and administrators; and
shall survive any subsequent amendment of this Article.
11. SIGNATURE
AUTHORITY
a.
All checks or demands for money and notes of SMA shall be signed by the
President, the Treasurer or such other officers or persons as the Board of
Directors may from time to time designate. Any checks written by SMA of $1,000
or more require the signature of two
designated signers.
b.
The President or the Treasurer may sign, singly or with any proper
officer of SMA authorized by the Board of Directors, deeds,
mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall have been expressly delegated by
the Board of Directors to some other officer or agent of SMA, or shall be
required by law to be otherwise signed or executed.
12. GENERAL
PROVISIONS
12.1 Amendments
to the Bylaws. The Bylaws may be amended at any meeting of the
Board of Directors by an affirmative vote of the majority of the Directors
present, provided that the written notice of the meeting, as provided in
Section 7.3, is accompanied by a copy of the
proposed amendment or amendments.
12.2 Fiscal
Year. The fiscal year of the Corporation shall be the
calendar year, beginning on
January 1 and ending on December 31 of
each year.
Gender. Each reference in these Bylaws to the words
"he", "his", or "him" shall be
deemed also to refer to the feminine "she" or "her", as appropriate.
deemed also to refer to the feminine "she" or "her", as appropriate.
12.3 Waiver
of Notice, Whenever any notice is required to be given by law, the Articles of Incorporation, or these Bylaws, a
waiver thereof in writing signed by the person entitled to such notice, whether
before or after the meeting, therein, shall be deemed equivalent to the giving
of such notice. Such waiver shall be filed with the corporate records.
12.4 Construction of
Titles and Headings Construction of Titles and Headinqs
The titles of Articles and headings of these Bylaws are intended to aid the reader in locating the
substantive provisions contained herein. They shall neither be interpreted as
making or modifying any addition to, or change of the substance of the
operative provisions of these Bylaws, nor be understood to summarize the
provisions to which they relate.
13.
EFFECTIVE DATE OF
THE BYLAWS
These
Bylaws shall become effective upon adoption by the Incorporators of Southern
Maine Astronomers.
Membership
Dues Schedule
Individual $35
Family $45
Lifetime $1,000
Supporting $100
Student $10
Membership
Renewal Late Fee $10
As adopted by the Board of Directors on _____, 2004.
As Amended by the Board of Directors, March 1, 2012
