Constitution and By-Laws

Last amended 16 November 2007

ARTICLE I – NAME

This organization shall be known as the St. Louis Astronomical Society, Incorporated.

ARTICLE II – PURPOSE

This not-for-profit corporation is organized exclusively for the educational purpose of encouragement of interest in and the dissemination of knowledge of the science of astronomy.

ARTICLE III – MEMBERSHIP

Membership shall be open to those who are interested in astronomy. Active members shall pay annual dues determined by the methods described in ARTICLE IV - REVENUE of these by-laws and be entitled to the privileges of the society. Privileges of a given level shall be granted equally to all members holding that level of membership. The following membership levels shall be offered:

YOUTH – a membership for individuals under the age of 18 years. This membership shall have the same privileges as those of an INDIVIDUAL membership, except that it shall be offered for lower annual dues than an INDIVIDUAL membership.
INDIVIDUAL – a membership for a single individual 18 years of age or older. This level of membership includes the right to cast a single vote per issue that requires a vote from the members to decide. Other privileges and the annual dues amount shall be as defined by membership agreement.
FAMILY – a membership that includes society privileges, for more than one individual from a single postal address. This level of membership includes the right to cast a maximum of two votes per issue that requires a vote from the members to decide. Other privileges shall be as defined by membership agreement but shall not be less than that of an individual membership. Annual dues for a FAMILY membership shall be greater than those of an INDIVIDUAL membership and defined by membership agreement.
TRIAL – a no cost, non-renewable membership for a single individual of any age, with a duration limited to 3 months. This level of membership does not include voting privileges, rights to hold an office or committee position, or rights to borrow Society owned equipment. Membership shall only include rights attend general monthly meetings, social functions and to receive the Society newsletter during the trial period.

ARTICLE IV – REVENUE

Annual dues shall be established, after notification of all members, by a majority vote of the membership present at any regularly scheduled meeting. Special assessments for any purpose may, after notification of all members, be made by a two-thirds majority vote of the members present at any meeting.

ARTICLE V – MEETINGS

The society shall hold an election of officers during the May regular meeting of each year; elected officers to take office at the following monthly meeting. The society shall hold meetings on the third Friday of each month, unless otherwise called by the executive council. It shall hold such other meetings as the executive council, or the membership may desire.

ARTICLE VI – THE EXECUTIVE COUNCIL

The executive council shall consist of the elected officers. They shall determine the policies and activities of the society, take counsel with committees, and have general management of the society. The elected officers shall also serve as Directors. Elective officers shall have one vote each when present at general business meetings. In order to pass any resolution, motion, appropriations, or any other matter requiring action in the Council session, a majority vote of the Elective Officers present at the meeting shall be necessary. The presence of five-eighths (5/8) of the Elective Officers shall constitute a quorum.

ARTICLE VII – THE ELECTIVE OFFICERS AND THEIR RESPECTIVE DUTIES SHALL BE:

The elective officers of the Society shall be the President, Vice-President, Secretary, Treasurer, Membership and Hospitality, and three Board Members at Large. All officers must be at least 21 years of age. No member shall hold more than one elective office at a time. Any officer may be removed from office only by vote of a two-thirds (2/3) majority of all members present at the monthly meeting. Such proceedings can only be initiated by a two-third (2/3) vote of the remaining Elective Officers.

Section 1. PRESIDENT

The president shall be the executive officer of the society, shall preside over all meetings of the society and the executive council, and shall be ex-officio member of all standing committees.

Section 2. VICE-PRESIDENT

The Vice-President shall, in the absence of the President, preside over all meetings of the society and of the executive council. He shall perform such duties as usually pertain to that, or which may be assigned to him by the President or the executive council.

Section 3. TREASURER

The Treasurer shall receive all funds paid to the society and shall deposit same in an official depository as approved by the executive council and shall disburse same on the approval of the President or the executive council. He shall sign all checks. He shall keep the society's financial records and his books shall be open to inspection by the executive council at all times. He shall make a report at the annual election meeting of the society and at such other times as the executive council may require.

Section 4. RECORDING SECRETARY

The Recording Secretary shall keep minutes of business portions of any regular monthly meetings and minutes of all executive council meetings.

Section 5. MEMBERSHIP AND HOSPITALITY

The Membership and Hospitality officer shall maintain a program of securing new members for the society and retaining current members. The Membership and Hospitality officer shall plan and coordinate social activities of the society as requested by the executive council or the membership.

Section 6. BOARD MEMBER AT LARGE

Three Board Member at Large shall be elected at the time of the annual election of officers. At the first election of the Board Members at Large in September, 1975, one shall be elected to a one-year term, one to a two-year term, and one to a three-year term. In succeeding years the vacant position created by the retiring Board Member at Large will be filled by a member being elected for a three-year term.

ARTICLE VIII – VACANCIES

If, as, and when any vacancy occurs in any of the elective offices, such vacancy shall be filled, after notification of all members, by a majority vote of the active members present at the following meeting.

ARTICLE IX – RESTRICTION OF EXPENDITURES

No expenditures, other than those for current operating expenses, shall be made except by a majority vote of the active members present at a regular meeting. No part of the funds or excess revenue of the corporation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except the corporation shall be authorized to make payments and distributions in furtherance of the purposes set forth in Article II above when approved by a majority vote of the members at a regular meeting.

ARTICLE X – RULES OF ORDER

Robert's "Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws.

ARTICLE XI – AMENDMENTS

Any amendments of the Constitution and By-Laws may be adopted, after notification of all members, by a majority vote of the active members present at any regular meeting of the society.

ARTICLE XII – RESTRICTION OF ACTIVITES

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation

ARTICLE XIII – DISTRIBUTION OF ASSETS ON DISSOLUTION

Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.