Houston Astronomical Society

Incorporating changes adopted by the General Membership at the regular meeting, January 3, 1997.
Incorporating changes adopted by the General Membership at the regular meeting, December 1, 2000
Incorporating changes adopted by the General Membership at the regular meeting, June 4, 2004.

Article I: The name of this corporation shall be HOUSTON ASTRONOMICAL SOCIETY

Article II: The corporation shall be a non-profit corporation.

Article III: The corporation is formed for educational and scientific purposes, for individuals and groups, of all races, creeds and ethnic backgrounds without regard to sex, for the primary purposes of:
    (1) Developing and implementing programs designed to foster awareness in individuals and in the community with regard to astronomical developments and achievements as well as promoting the science of astronomy.
    (2) Making available to individuals and the community educational resources concerning astronomy.

Article IV: MEMBERS

    Section I: MEMBER QUALIFICATIONS
        1. Members shall be those individuals whose dues to the Houston Astronomical Society are current.
        2. Members shall consist of the following classes:
            (a) Regular Members - a person whose regular dues are paid to the current date.
            (b) Associate Member - a member of the immediate family of a regular member, whose dues are paid to the current date in accordance with dues schedule set forth in these By-Laws.
            (c) Student Member - an individual enrolled as a full time student in any elementary, high school, college or university, who presents evidence of that status to the Treasurer upon payment of annual dues to the Society. Dues shall be those set forth in these By-Laws for students.
            (d) Honorary Member - an individual who has made an outstanding contribution to this organization or
astronomy.
                (1) Honorary members shall be elected by a two-thirds vote of members present at an Annual Meeting.
                (2) Notice of intent to elect honorary members shall be given in the monthly bulletin at least six weeks prior to the Annual Meeting.
            (e) Sustaining Member - a person whose sustaining dues are paid to the current date.
        3. Unless by vote of the Board of Directors, all members shall be considered members in good standing for purposes of these By-Laws and all other rules of the Houston Astronomical Society.

    Section II: DUES
        1. Dues shall cover a twelve-month period starting January 1st and ending December 31st. Dues will be due at the January general membership meeting. Renewal dues paid by March 31st shall be applied retroactively and the member shall be considered to have been a member continuously since January. Renewal dues offered after the three-month period shall still be applied retroactively although the continuity of membership will not apply. Renewal dues will not be accepted after a twelve-month lapse; instead, this individual will be considered a new member and dues will be paid as such
        2. Dues for each class of member shall be as follows:
            (a) Regular Member - $36.00 per year, prorated at $3.00 per month.
            (b) Associate Member - $6.00 per year, prorated at $0.50 per month
            (c) Student Member - $12.00 per year, prorated at $1.00 per month.
            (d) Honorary Member - no dues.
            (e) Sustaining Member - $50.00 per year, where the portion of the dues in excess of those of regular members are a contribution to the society.
        3. Dues may be changed only through amendment of these By-Laws.

    Section III: VOTING PRIVILEGES
        1. The following classes of members may vote on all matters submitted to the membership:
            (a) Regular Member.
            (b) Associate Member.
            (c) Student Member.
            (d) Honorary Member.
            (e) Sustaining Member

    Section IV: MEETINGS
        1. Regular meetings shall be held the first Friday of each month unless otherwise designated by a majority vote of the members present at a regular meeting.
        2. The Annual Meeting of the Society and the regular November meeting shall be one and the same.

    Section V: NOTICE OF MEETINGS
        1. Notice of each annual or special meeting, specifying the time, date, and place held, and in the case of a special meeting, the purpose of which the meeting is called, will be given at least ten days prior to the meeting. E-mail will be afforded the same merit as though the U.S. Postal Service delivered it, and information conveyed by the Internet Guidestar will be afforded the same merit as information conveyed by the printed Guidestar.

    Section VI: QUORUM AND VOTING
        1. Twenty (20) voting members or fifteen percent of the voting membership, whichever is greater, present at any meeting shall constitute a quorum and each member shall have one vote. No member shall be entitled to vote by proxy on any question before the membership.

    Section VII: PROCEDURE
        1. All meetings shall be conducted in accordance with the terms of the By-Laws of this organization and Robert's Rules of Order (Newly Revised Edition).

Article V: OFFICERS

    Section I: NUMBER
        1. The officers of the Houston Astronomical Society shall be a President, Vice President, Secretary, Treasurer.

    Section II: QUALIFICATIONS
        1. All officers must have been members in good standing since one year before the date office is assumed.
        2. An individual may hold no more than one office at a time. An office shall become vacant if the officer ceases to be a member and any period ends during which payment of dues in arrears would have been applied retroactively.

    Section III: VACANCIES
        1. A vacancy in an office shall be filled from among the eligible membership by a majority vote of members present at any regular or special meeting, provided written notice of the proposed election is mailed or delivered to each member at least fifteen days in advance of such meeting. Any person selected to fill such a vacancy shall serve for the unexpired term.

    Section IV: TERM OF OFFICE
        1. All elected positions shall be for terms of one-year beginning on January 1, and persons holding elected positions shall continue to serve until their successors are elected.

    Section V: DUTIES OF OFFICERS
        1. PRESIDENT - The President shall be the chief executive officer of the Houston Astronomical Society; shall preside at all meetings of the Board of Directors and members; shall be responsible for the execution of the policies and programs of the Board; for the administration of the affairs of the Society and shall have authority to execute instruments necessary to carry out these duties.
        2. VICE PRESIDENT - The Vice President shall perform such duties as may be assigned from time to time by the Board of Directors or the President. In the event that illness or other disability prohibits the President from performance, the Vice President shall have the powers and perform the duties ordinarily the responsibility of the President.
        3. SECRETARY - The Secretary of the Houston Astronomical Society shall keep accurate and complete minutes of meetings of the Board of Directors and of the members; shall give notices of all meetings as required; shall have the usual powers and duties of a Secretary; and shall perform such other duties as may be assigned from time to time by the Board of Directors or the President.
        4. TREASURER - The Treasurer of the Houston Astronomical Society shall have general charge and supervision of the books and records of account of the Society and, subject to the direction of the Board of Directors, shall have charge of and be responsible for all cash and securities of the Society. The Treasurer shall have the usual powers and duties of Treasurer, including the power to give receipts for cash, security, or other property delivered to the Society, and the power to disburse funds in accordance with procedures to be established by the Board of Directors, and shall perform such additional duties as may be assigned by the Board of Directors or the President.

Article VI: COMMITTEES

    Section I: STANDING COMMITTEES
        1. There shall be the following standing committees:
            (a) Telescope Committee.
            (b) Field Trip and Observing Committee.
            (c) Program Committee.
            (d) Publicity Committee.
            (e) Novice Committee.
            (f) Audit Committee.
            (g) Observatory Committee.
            (h) Education Committee.
            (I) Welcoming Committee
        2. Chairpersons:
            (a) Chairpersons of these standing committees shall be elected by a majority vote of the membership present at the Annual Meeting.
            (b) Chairpersons shall serve terms of one year beginning on January 1, and they shall continue to serve until their successors are elected.
            (c) Vacancies in elected chair positions shall be filled from among the eligible membership by a majority vote of members present at any regular or special meeting, provided written notice of the proposed election is mailed or delivered to each member at least fifteen days in advance of such meeting. Any person selected to fill such vacancy shall serve for the unexpired term.
            (d) Each chairperson shall present an annual report at the regular November meeting.
            (e) Each committee chairperson may present a budget request to the Board of Directors annually.
            (f) All standing committee chairpersons must have been members in good standing for at least a year immediately preceding assuming office. A chair position shall become vacant if the chairperson ceases to be a member and any period ends during which payment of dues in arrears would have been applied retroactively.
            (g) The Chairperson of the Observatory Committee shall be known as the Observatory Director, but shall have all authority and responsibility of the chairperson of a standing committee, except when specified otherwise in these By-Laws.
        3. Committee Members:
            (a) Committee chairpersons shall recruit the members of their committees.
            (b) Committee members shall serve for a term of one year.
        4. Committee Functions
            (a) Telescope Committee - shall supervise the acquisition, maintenance and utilization of telescopes and other observational equipment for loan to members in good standing, including appropriate property, accounting for all such equipment owned by the Society.
            (b) Field Trip and Observing - shall be responsible for planning and making all arrangements with regard to all Society field trips, including coordinating contacts with all participants. Also shall provide programs that provide educational experience, aid in development of observational skills, and promote observational contribution to organizations serving amateur and professional astronomy.
            (c) Program Committee - shall plan a program for each regular meeting.
            (d) Publicity Committee - shall publicize the organization, its regular meetings, and events of special interest to the public.
            (e) Novice Committee - shall organize programs of particular interest to novices.
            (f) Audit Committee -
                (1) Shall consist of a chairperson elected by the general membership, one member appointed by the President, and Treasurer.
                (2) Shall audit financial records for the Society, including any committee which administers property or is otherwise involved in financial transactions affecting the Society.
                (3) Shall report in writing the completed results of the audit to the general membership at the February meeting.
                (4) Shall report on the year end that occurs 2 months after the election of the committee at the Annual Meeting.
            (g) Observatory Committee -
                (1) shall be responsible for the observatory sites, property acquisition, property development, buildings and their contents, rules and regulations governing the use of the site.
                (2) shall establish requirements for the authorization of members as users of Society observatory facilities.
                (3) shall be responsible for any fund raising activities and all moneys needed for the observatory sites.
                (4) must approve the design, construction and location and assess fees as necessary for private observatories on the Society's sites.
            (h) Education Committee - shall arrange for activities which educate members of the community concerning astronomy.
            (I) Welcoming Committee - shall be responsible for welcoming and orienting members new to the Society, and any activities to welcome members to regular meetings.

    Section II: AD HOC COMMITTEES
        1. Ad Hoc Committees may be created by the President with approval of the Board of Directors.
        2. Chairpersons of Ad Hoc Committees may be appointed by the President with approval of the Board of Directors.

    Section III: NOMINATING COMMITTEE
        1. Shall consist of five members appointed by the Board of Directors.
        2. Members of this committee shall be appointed prior to the September meeting of the Houston Astronomical Society prior to the Annual elections.
        3. The committee shall nominate at least one person for each office and all Standing Committee chair positions.
        4. Nominees shall be presented at the October meeting prior to the election.

Article VII: BOARD OF DIRECTORS

    Section I: COMPOSITION OF BOARD OF DIRECTORS
        The Houston Astronomical Society Board of Directors shall be composed as follows:
            1. Ex Officio Members - individuals holding the following positions shall be members of the Board of Directors with the right to vote on all matters:
                (a) Immediate Past President of the Houston Astronomical Society, limited to one calendar year immediately following his/her last term of office as President.
                (b) Officers:
                    (1) President
                    (2) Vice President
                    (3) Secretary
                    (4) Treasurer
                (c) Observatory Director
           2. Directors-at-Large - in addition to Ex-Officio members, five (5) regular members of the Society shall be elected to serve on the Board of Directors as Directors-At-Large, with the right to vote on all matters.
            3. Advisory Directors - the President of the Houston Astronomical Society, with the approval of the Board of Directors or the membership, may designate three Advisory Directors. Individuals serving as Advisory Directors shall serve for a period of one year but shall not have voting power nor in any way be liable or responsible for development or implementation of policies or procedures of the Houston Astronomical Society.

    Section II: ELECTION OF DIRECTORS
        1. Nominations -the Nominating Committee shall nominate, for consideration by the members at the Annual Meeting, at least one person for each position on the Board Of Directors. Additional nominations for all positions may be made from the floor.
        2. Vacancies - vacancies in the Board Of Directors occurring by the death, resignation, or inability to serve of any Director shall be filled from among the eligible membership by a majority vote of the membership present at any regular or special meeting, provided written notice of the proposed election is mailed or delivered to each member at least fifteen days in advance of such meeting. Any person selected to fill such vacancy shall serve for the unexpired term.
        3. Qualifications - all Directors must have been members in good standing since one year before the date office is assumed. A Director-at-Large position shall become vacant if the Director-at-Large ceases to be a member and any period ends during which payment of dues in arrears would have been applied retroactively.

    Section III: MEETING OF DIRECTORS
        The Board of Directors shall meet at least once each quarter during the fiscal year. Meetings may be called at any time by the President upon reasonable notice to the Directors specifying matters to be considered at such meeting. Meetings shall also be called upon written request of three (3) members of the Board of Directors. A quorum of the Board of Directors is a majority of the number of positions on the Board of Directors.

    Section IV: POWERS AND DUTIES
        The Board of Directors of the Houston Astronomical Society shall have final responsibility for the formulation of the policies for the overall management of the Houston Astronomical Society. The Board may delegate its responsibilities to others as provided in these By-Laws or by resolution of the Board. The Board shall have authority to create Ad Hoc Committees at such times and under circumstances as it deems appropriate.

Article VIII: FISCAL YEAR

    The fiscal year of the Houston Astronomical Society shall be the same as the calendar year unless changed by resolution of the Board of Directors.

Article IX: WAIVER OF NOTICE

    Any Director may waive notice of any meeting in one of the following ways:
        (a) an acknowledgment of wavier reflected in the minutes of the meeting for which such notice is waived; attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened
        (b) a written acknowledgment signed by the Director so waiving and received by the Secretary on or before the date of the meeting for which such notice is waived;
        (c) neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

Article X: AMENDMENTS

     1. These By-Laws may be amended by the membership at any regular or special meeting by a two-thirds vote, provided written notice setting forth any proposed amendment is mailed or delivered to each member at least fifteen days in advance of such meeting.
     2. The Articles of Incorporation of the Houston Astronomical Society may be amended by the membership at any regular or special meeting, provided written notice setting forth any proposed amendment is mailed or delivered to each member at least fifteen days in advance of such meeting, and is acceptable to the State of Texas.

Article XI: METHOD OF ELECTION

    Section I: POSITIONS
        1. The elected positions governed by this method will be all officers, and elected committee chairpersons.

    Section II: METHOD
        1. The method will be by runoff. Should there be an open position after the first ballot, a runoff will be held. The number of candidates in the runoff will be the number of open positions plus one. These candidates in the runoff will be candidates with the most votes that are not a majority.
        2. The President will appoint 4 members to tally the ballots.

Article XII: JOINT POSITIONS

    Section I: POSITIONS ELIGIBLE FOR BEING FILLED JOINTLY
        1. Unless the position is ex officio a voting member of the Board of Directors, and unless otherwise specified, all positions, elective or appointive, described in these By-Laws must be held by individual persons, and not held jointly by a team of two or more persons.
        2. The chairpersons of the committees described in these By-Laws, elective and appointive, are positions which may be held jointly by a team of two or more persons.

    Section II: ELIGIBILITY
        1. For a team of persons to be eligible to hold a position, each member of the team must be eligible to hold the position.
        2. For elective positions, a team of persons shall be considered for all purposes, including nominations and voting to fill the positions, as if it is a single candidate for the position, distinct from any other candidates or teams of candidates which may include one or more of the same individuals.

    Section III: AUTHORITY AND RESPONSIBILITY
        1. When a team of persons jointly holds a position, each of them individually shall have the full authority of the position, and each of them individually is fully responsible for the position regardless of which individuals holding the position may have acted or failed to act.

    Section IV: VACANCIES
        1. Any member of a team jointly holding a position shall be considered no longer to belong to the team holding the position for the duration of any period when that individual would be ineligible to hold the position, even if that ineligibility begins between elections or appointment and assuming the position. When such a period of ineligibility ends, if the team still holds the position, the person shall be considered to belong to the team from that time on.
        2. Only if all members of a team jointly holding a position cease to be considered to belong to the team shall the position be considered vacant.
 

Provisos (relating to adoptions of amendments) still in force:

    1) During 1997, a member shall be allowed to convert his membership to sustaining by paying the difference at the time between the dues for his current class of membership and the dues for sustaining membership.

    2) If he requests, a member converting to sustaining membership during the middle of the period covered by his dues shall be allowed to pay the prorated difference in dues as calculated by the Treasurer.