By-Laws of the Amateur Astronomers Association of New York
Article I – Name
This organization shall be known as the Amateur Astronomers Association, Incorporated, hereinafter referred to as the Association.
Article II – Purposes
As stated in the Certificate of Incorporation, the purposes of the Association are to promote the study of Astronomy and to emphasize the cultural and inspirational value of the subject.
Article III – Membership
Section 1 – Classes of Membership
The Association shall have only one class of membership.
Section 2 – Eligibility
Any person subscribing to the purposes of the Association may, upon payment of dues, become a member of the Association.
Membership will automatically lapse, after a reasonable grace period, for non-payment of dues. Membership may be revoked, for just cause, by vote of two thirds of the full Board of Directors. Membership revocation may only be rescinded by vote of two thirds of the full Board of Directors.
Section 3 – Dues
The amount of the annual dues shall be determined by the Board of Directors, provided, however, that any increase in the amount shall be subject to the approval of the majority of valid votes cast at a meeting of the members or in a mail referendum of the members.
Amendment of this section requires membership approval (cf Article IX).
Section 4 – Privileges
Members of the Association shall be entitled to receive the Association’s periodical publications and announcements of special programs, attend Association meetings, participate in special programs, use the Association’s library, vote in elections and referenda, attend meetings of the Board of Directors, serve on committees, including the nominating committee, and serve on the Board of Directors.
Article IV – Board of Directors
Section 1 – Number and Term
The Association shall have a Board of Directors which shall consist of not more that eighteen and not less than fifteen members, the number to be determined by the Board of Directors from time to time, and each shall be a member of the Association.
One third of the Board of Directors shall be elected at each annual meeting of the Association (cf Article VII), to serve for a term of three years beginning at noon on the June 1 following their election.
Section 2 – Meetings
The Board of Directors shall meet no less than four times in each year – June 1 through May 31. These meetings will be held at the Association’s Headquarters, unless this is precluded by unusual circumstances. A special meeting may be called by the President or by any four members of the Board of Directors.
Meetings of the Board of Directors will normally be open to members of the Association, but this privilege may occasionally be suspended when discussions of a sensitive nature so require.
It is expected that the Board of Directors will meet as often as Association business requires, and that its members will make a conscientious effort to attend all meetings.
Section 3 – Quorum and Voting
A valid quorum at any meeting of the Board of Directors shall be not less than six directors. Directors cannot vote or be represented by proxy.
Any action by the Board of Directors shall require the affirmative votes of a majority of those directors present, unless a greater number is required by the provisions of these By-laws.
Directors attending a meeting of the Board of Directors via voice teleconference will be counted as being present for quorum and for voting purposes.
Directors may also act by unanimous written consent in lieu of a meeting.
Section 4 – Duties
The Board of Directors shall be the governing body of the Association. It shall be responsible for the management of the Association in all respects. This includes, but is not limited to, the Association’s property, funds, publications, sub-units, day-to-day operations, and long-term planning.
Section 5 – Election
Not less than six weeks before the annual meeting of the Association (cf Article VII), the President shall appoint a Nominating Committee and designate its chairman. This committee shall have three, four, or five members, each of whom shall be a member of the Association.
Not less than one month before the annual meeting, the Nominating Committee shall submit to the Recording Secretary a slate of nominees sufficient to fill all those positions on the Board of Directors which would otherwise be vacant after the following June 1, i.e. one third of the Board of Directors plus currently vacant or filled-by-appointment positions whose terms are not about to expire. This list of nominees shall be available to members of the Association upon inquiry.
In addition, nominations may be made by petition, and a qualified member seeking such nomination shall be permitted access (for this purpose only) to the Association’s membership records. A valid petition requires the signatures of at least eighteen voting members of the Association, but need not be on a single sheet of paper, as long as each sheet clearly identifies the nominee and signers. All petitions must be submitted to the President or Recording Secretary no later than one week prior to the annual meeting.
At the annual meeting, all nominees shall be announced and voted upon (elected) by the members of the Association who are eligible to vote (cf Article VII, 3) and present in person. The Association shall not allow proxies for the votes for directors at the annual meeting.
If the number of candidates for election to the Board of Directors is greater than the number of positions to be filled, each voting member will receive a paper ballot on which are written the names of all candidates. The member will mark the ballot for as many of these as there are positions to be filled. The winning candidates shall be those who receive the greatest number of votes. Positions will be filled in the order of length of term and number of votes received, so that the longer terms will go to the candidates receiving the most votes.
In the event that there are no nominations by petition, so that the number of nominees is equal to the number of positions to be filled, the voting may be done symbolically by the Recording Secretary, with the Nominating Committee having previously determined the term for which each nominee was a candidate.
Section 6 – Vacancies
A member of the Board of Directors may resign his or her position by submitting his or her resignation in writing to the President or Recording Secretary of the Association.
A member of the board of Directors who chronically fails to attend meetings thereof, or acts in such fashion as to disrupt such meetings, or otherwise fails to fulfill the responsibilities of the position may be removed by two-thirds vote of the full Board of Directors.
A vacancy on the Board may be filled by a majority vote of all remaining Directors. Such an appointment shall be effective until the following June 1, at which time the position will be filled by election (cf Article IV, 5).
A vacancy on the Board of Directors occurring after the annual meeting of the Association, and prior to June 1, will remain a vacancy until after June1, when it will be filled as prescribed in the preceding paragraph.
Article V – Officers
Section 1 – Enumeration
The officers of the Association, all of whom must be members of the Board of Directors, shall be:
- Vice President
- Financial Secretary
- Recording Secretary
The first officer, in the order listed, who is available to do so, shall preside at each meeting of the Association or its Board of Directors or Executive Committee.
Section 2 – Duties
The President shall be the chief executive officer of the Association. He or she shall bring to the Board of Directors and/or the Executive Committee all matters which require their attention, and shall call meetings of these bodies as appropriate for them to carry out their responsibilities. He or she, or his or her appointed delegate, shall represent the Association to the outside world. He or she shall appoint the chairmen of the various committees of the Association and, in concert with the Board of Directors, do what is required to assure the successful running and continued well-being of the Association.
The Vice President shall assist the President in any matter pertaining to the Association.
The Financial Secretary shall deposit all monies in such manner and in such banks as the Board of Directors shall from time to time designate, and notify the President and Treasurer of all such receipts and deposits. He or she shall perform bank reconciliations, keep a general ledger and accounting books, and prepare tax returns. (He or she shall not have the power to withdraw funds from any of the Association’s accounts.) He or she shall send out membership dues bills, and keep a register of the members. He or she shall make monthly reports to the Treasurer, detailing bills to be paid and receipts collected, with notification of the committees involved in the transactions. He or she shall open the mail, forwarding expeditiously all matters pertaining to the other officers, heads of committees, and other relevant parties.
The Recording Secretary shall maintain control over those documents relating to the non-fiscal government of the Association. These shall include but not be limited to the Association’s Certificate of Incorporation, and its By-laws, with all amendments. In addition, he or she will keep a record, in the form of minutes, of all actions taken by the Board of Directors and the Executive Committee, and shall send those minutes on a timely basis to the members of those respective bodies.
The Treasurer shall keep account of the fiscal affairs of the Association, shall receive from the Financial Secretary reports of the receipt and deposit of all monies, shall withdraw such monies in such manner as the Board of Directors shall from time to time prescribe, and in general shall have charge of and be responsible for all of the Association’s funds.
Section 3 – Election and Term
As soon as possible after the annual meeting of the Association (cf Article VII), and no later than May 31, the President shall convene a meeting of the Board of Directors, to which any new Directors-elect shall be specifically invited. At the meeting, the current Board of Directors shall elect the officers for the coming year. These new officers shall be chosen from among the current Directors whose terms have at least one year to run, plus the new Directors-elect.
All officers serve for a term which begins at noon on the June 1 following their election, and runs for one year. No person may hold two offices concurrently, and no person may be elected to the Presidency for three consecutive terms. The board of Directors may by a two-thirds vote of the full board suspend this three term limit, provided that such suspension shall expire at the next regular election of officers, unless renewed.
Section 4 – Vacancies
An officer may resign his or her office by submitting his or her resignation in writing to the President or Recording Secretary of the Association. An officer who resigns from the Board of Directors will be deemed to have resigned from his office as well, as all officers must be members of the Board of Directors.
An officer may be removed from office by vote of two-thirds of the full Board of Directors.
When an office is vacated, it shall be filled by the Board of Directors from among their number.
Article VI – Executive Committee
The officers of the Association shall constitute the Executive Committee, which shall have the authority to act on behalf of the Board of Directors, when such action would require normal majority voting of the Board of Directors but must be taken before that body can reasonably be convened.
Any action by the Executive Committee shall require the affirmative vote of a majority of the full Executive Committee provided for herein, irrespective of any vacancies which may exist at the time, and any action taken by the Executive Committee shall be reported in full to the Board of Directors, in writing, within one week of such action.
Article VII – Meetings
Section 1 – Meetings of Members
The annual meeting of members of the Association shall be held on the third Wednesday in May of each year at a time and place to be selected by the Board of Directors. Special meetings of members may be called from time to time at the discretion of the Board of Directors.
Section 2 – Notice of Meetings
Notice of the annual meeting and any special meetings of members shall be mailed to each member not less than 30 days prior to the date of such meeting and shall state the date, time, place of such meetings and the purpose of any special meetings. Where these bylaws specify that membership approval is required, the items to be voted upon must be included in the meeting notice.
Section 3 – Quorum and Eligibility
A valid quorum at any meeting of members shall be not less than 10 percent of the total number of those members entitled to vote at such meeting and who are present in person or by proxy. To be eligible to vote at any meeting, a person must have been a member of the Association two weeks prior to that meeting.
Article VIII – Financial Procedures
Section 1 – Fiscal Year and Budgets
The fiscal year of the Association shall run from May 1 to April 30. As promptly as possible after the start of the fiscal year, the Treasurer shall prepare a budget for that year, for approval by the Board of Directors.
Section 2 – Receipts and Disbursements
Members and sub-units of the Association who collect and/or disburse funds in connection with Association activities shall account for those funds in a manner prescribed by the Treasurer.
No member or sub-unit of the Association shall incur any expense or financial liability in the name of the Association, except as provided for in the approved budget for the current year or specifically approved by the Board of Directors.
Section 3 – Audits
At the close of the fiscal year, the President shall appoint an auditor, who, in cooperation with the Treasurer and Financial Secretary, shall audit the books of the Association.
Article IX – Amendments
Unless otherwise provided herein, these By-laws may be amended by the Board of Directors. The proposed amendment(s), together with the time and place of the meeting at which they will be voted upon, must be given or sent to all members of the Board of Directors at least one month prior to such meeting.
An affirmative vote of two thirds of the full Board of Directors is required to approve an amendment.
Where membership approval is required, the proposed amendment(s) must subsequently be approved by two thirds of the valid votes cast in a mail referendum of the voting membership. At least one month shall be allowed between the mailing and the counting of the ballots, and the Board of Directors shall be responsible for all aspects of the balloting.
Amendment of this article requires membership approval.
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.
|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.|