TAAA Constitution

ARTICLE I

• Section 1. Name:
  The name of this Association shall be the Tucson Amateur Astronomy Association, Inc. hereinafter referred to in these Bylaws as the Association. The Association is an Arizona recognized nonprofit corporation and also a 501(c)(3) organization as designated by the U.S. Internal Revenue Code.

• Section 2. Purpose:
  The Association shall be a nonprofit, educational, service, scientific, and technical organization devoted to the study of, and promotion of interest in, Astronomy and its related allied sciences.
  

ARTICLE II

• Section 1. General Membership:
  Anyone interested in Astronomy may become a member of the Association upon payment of dues and by complying with the other requirements for membership as specified in these Bylaws or as specified by the Board of Directors.
  

• Section 2. Dues:
  The dues for General Membership shall be set by the Board of Directors and changed from time to time, as the need arises, by a 2/3 vote of the Board of Directors. A 2/3 vote of the members represented at a General Meeting is required to ratify any dues increases. Notice of a proposed dues increase ratification vote shall be published in the Association Newsletter at least thirty days prior to the vote, and announced during at least one meeting preceding the meeting of the vote.
  
• Section 3. Types of General Memberships:
  • Individual Memberships: Individual Members shall enjoy the full privileges of the Association including the right to vote (one vote per member) at any General Meeting as specified under Article IV Section 6.

  • Family Memberships:
    Family Memberships shall include two adults and their children under the age of 18, who shall enjoy the full privileges of the Association including the right to vote (two votes per Family Membership) at any General Meeting as specified under Article IV Section 6.
    

  • Honorary Memberships:
    Honorary Members shall be selected by a 2/3 vote of the Board of Directors. Term of Honorary Membership shall be one year subject to renewal by the Board of Directors. Honorary Members shall enjoy the full privileges of the Association including the right to vote at any General Meeting as specified under Article IV Section 6.

ARTICLE III

• Section 1. Board of Directors:
  The Board of Directors shall consist of a President, Vice President, Secretary, Treasurer, Member(s) at Large, and the Immediate Past President who shall be an ex-officio member for the one term that follows immediately after his term of office expires. There shall be three Members at Large. With the exception of the Immediate Past President, the General Membership of the Association shall elect the members of the Board of Directors. Elected and ex-officio Board Members shall hold office for a term of one year beginning on June first and until their successors are elected or qualified. The Board of Directors shall meet at least annually, and only the President or a majority of Board Members may call a Board of Directors Meeting.
  

• Section 2. General Powers of the Board of Directors:
  The Board of Directors shall manage all affairs of the Association, and the Board shall set the time and place of the General Meetings of the Association. The Board shall have final authority over all Association finances and may establish a fund available to the President and Treasurer for discretionary expenses. The Board of Directors shall fulfill all legal requirements of the State of Arizona, in particular, all requirements currently set out in Title 10, Chapter 22 of the Arizona Revised Statutes governing nonprofit corporations. The Board of Directors shall have sole power to appoint the Statutory Agent of the Association.
  

• Section 3. Veto and Modifying Power of the Board of Directors:
  By a 2/3 vote, the Board of Directors may veto or modify any decision that any officer, appointee, or committee has made on behalf of the Association.

• Section 4. Powers and Duties of Officers:
  • President:
    The President is the Chief Executive Officer of the Association. The President presides over the General Meetings, calls the Board of Directors Meetings, and chairs the Board of Directors. The President shall have the power to form or abolish committees, create or abolish other positions, and make all appointments to these committees and positions as needed to carry on Association business. The President is responsible for overseeing the performance of his appointees. The President is also responsible for overseeing the compilation of the Association Handbook which describes all important Association operations. Furthermore, the President, at his discretion, may delegate some of his authority. In the absence of the Vice President, the President shall appoint another person to coordinate member presentations at the General Meetings. In the absence of the Secretary, the President shall appoint another person to take minutes of General or Board of Directors Meetings.
    

  • Vice President:
    The Vice President shall coordinate member presentations at General Meetings. In the event the President is unable to fulfill his duties, the Vice President shall assume the duties of the President.
    

  • Secretary:
    At the direction of the presiding officer, the Secretary shall correspond with other organizations and individuals. The Secretary shall keep and maintain the minutes of Board of Directors and General Meetings. In the event the Vice President is unable to fulfill his duties, the Secretary shall assume the duties of the Vice President.
    

  • Treasurer:
    The Treasurer shall receive all funds and maintain complete and current financial records for the Association. The Treasurer shall maintain complete and current records of all dues paying and Honorary Members and shall notify dues paying members at least thirty days prior to their membership expiration. The Treasurer shall give a written annual report and other reports of financial status, either orally or written, as required by the Board of Directors. The Treasurer shall maintain all legal documentation for the Association and file all appropriate Arizona and Federal documents. The Treasurer shall serve as the Statutory Agent for the Association unless the Board of Directors chooses to appoint another Statutory Agent. The Treasurer may appoint assistants who serve at his discretion.
    

  • Member(s) at Large:
    The Member(s) at Large shall serve the Association membership as an independent representative to the Board of Directors.

• Section 5. General Elections:
  At the February General Meeting, the General Membership shall elect a Nominating Committee of three members. At the May General Meeting, the Nominating Committee shall propose candidates for election to the Board of Directors. The President of the Association shall not be a member of the Nominating Committee. Members of the Nominating Committee shall hold office from the date of their election until the May General Meeting.
  
  The Board of Directors shall be elected annually at the May General Meeting. Nominees' names shall be published in the Association Newsletter at least thirty days prior to the election meeting. Nominations for elective offices must be submitted prior to the publishing deadline to be officially included on the ballot; however, nominations for write-in candidates shall be accepted from the floor at the May General Meeting. Write-in candidates must accept their nomination in person or in writing before the vote is taken. Any member who has been a member for one year, and is a member in good standing, may be nominated for office. All members of the Board of Directors must be at least 18 years of age. No member shall simultaneously hold two or more elected positions on the Board of Directors, and no member of the Board shall have more than one vote. Newly elected members of the Board of Directors shall take office on the first day of June following their election at the May General Meeting. At the General Meeting in June, the newly elected Board Members shall be introduced to the General Membership.
  
• Section 6. Vacancies on the Board of Directors:
  Vacancies on the Board of Directors: In the event an elective office is not filled or is vacated, the remaining Board of Directors shall appoint by majority vote a member in good standing to fill that office until the next June first and until his successor is elected by the General Membership. Any Board member in good standing who vacates his office before the end of his term may vote on the appointment of his replacement. If by reason of death, resignation, or otherwise, the Association has no Directors in office, any member may call a special meeting of the General Membership for the purpose of electing the Board of Directors who shall then hold office until the next June first and until their successors are elected by the General Membership.
  
• Section 7. Removal of Members and Officers:
  • A. Causes:
    Any member or officer may be dropped or expelled from the Association for any of the following reasons:
    1. Willful misuse of Association property.
    2. Willful disregard for his own safety or the safety of others while on Association sponsored activities.
    3. Conduct detrimental to the Association and constituting misfeasance, malfeasance, or nonfeasance.
  • B. Removal of Members:
    By a vote of all the Board of Directors minus one, any member may be removed from General Membership in the Association. Before the Board of Directors takes a final vote to remove a member, the Board shall follow the guidelines set up in the Disciplinary Procedures Chapter(s) of the latest edition of Robert's Rules of Order, Newly Revised, and the Board shall send a written letter announcing the vote to the member in question at least ten days prior to the final vote.

  • C. Removal of Officers:
    By a 2/3 vote, the Board of Directors, following the guidelines set up in the Disciplinary Procedures Chapter(s) of the latest edition of Robert's Rules of Order, Newly Revised, may remove one of its members from office. Prior to the final vote for removal, the Board of Directors may by a 2/3 vote suspend the voting rights and powers of office of the member in question. This suspension period shall not last for more than thirty days and by the end of this period, the Board of Directors must by a 2/3 vote remove the member in question from the Board or the member in question shall be restored to full voting status and to his original office on the Board of Directors. Before the Board of Directors takes a final vote to remove the member in question from the Board, the remaining Board of Directors shall send a written letter announcing the vote to the member in question at least ten days prior to the final vote.

  • D. Removal of Appointees:
    By a 2/3 vote of the Board of Directors, any appointee or committee member may be removed from office. Appointees shall remain subject to dismissal at any time and for any reason by their respective committee chairperson or by the President.

  • E. Appeals:
    If the Board of Directors votes to remove an officer or to expel a member, that person may appeal to the General Membership for reinstatement. A vote shall be taken at a General Meeting at least thirty days after an announcement in the Association Newsletter. Reinstatement shall require a 2/3 vote of the represented General Membership. In the interim, the vote of the Board of Directors shall remain in effect.

• Section 8. Nonpayment of Dues:
  Any member shall be automatically dropped from the Association for dues thirty days or more in arrears.

ARTICLE IV

• Section 1. General Meetings:
  The Tucson Amateur Astronomy Association, Inc. shall meet monthly as determined by the Board of Directors. General Meetings shall be announced in the Association Newsletter.

• Section 2. Rules:
  The latest edition of Robert's Rules of Order, Newly Revised shall be the governing parliamentary law in all matters in which it applies, except as provided in these Bylaws and any Special Rules of Order of the Association.

• Section 3. Amendments:
  Amendments to this Constitution shall only be made upon a 2/3 vote of approval of the General Membership at any General Meeting provided the requirements of Article IV, Section 6A, are met and with prior approval of the Board of Directors. Notice of a proposed Constitutional Amendment vote shall be published in the Association Newsletter at least thirty days prior to the vote, and announced during at least one meeting preceding the meeting of the vote.
  
  

• Section 4. Special Meetings:
  Special Meetings may be called from time to time and announced in the Association Newsletter.

• Section 5. Motions:
  Any member of the Association may bring items of business before the Board of Directors at any regularly scheduled General or Board of Directors Meeting.

• Section 6. Voting:
  • A. General Meetings:
    General Meetings: The members present at a General Meeting shall constitute a quorum and shall be eligible to vote on any issue provided prior notice is given to all members via the Association Newsletter. Except when these Bylaws require a 2/3 vote, a majority vote of the members represented at the General Meeting shall carry all motions. All votes for the members of the Board of Directors, Constitutional Amendments, and subjects covered under Article IV, Section 6C. shall be by written secret ballot and:
    
    1. All such ballots shall be independently counted by two Association members who are to be appointed by the President.
    2. For a given ballot and for the offices of President, Vice President, Secretary, and Treasurer, Association members may cast only one vote for each office.
    3. For a given ballot and for the office of Member at Large, Association members may cast as many votes as there are Member at Large positions, but no person shall receive more than one vote from an Association member for the position of Member at Large.
    4. All members of the Board of Directors shall be elected by a majority of the votes cast. The president shall order a run-off ballot should no person receive a majority for a given position, and run-off ballots shall be repeated until a person receives a majority for that position. Unless declared elected, all persons running for a given position shall have the right to remain on any run-off ballots.
    5. Proxy voting is not permitted under any circumstances. Absentee votes are only permitted as secret ballots as required under this subsection. An absentee ballot shall be in a signed and sealed envelope and must be presented to the President prior to holding the relevant votes. The two Association members who the President appoints to count the ballots shall open and count all absentee ballots for the relevant votes.
    6. In the event that the election ballot for the Board of Directors has no contested positions a simple show of hands shall be made to approve or disapprove the board as nominated. An official count of the votes shall be made for the record. This is in lieu of a secret ballot. Any absentee ballots shall be added to the count. If the result is negative a secret ballot shall be taken.
       
  • B. Board of Directors Meetings:
    Board of Directors Meetings: A majority of the members serving on the Board of Directors who are not ex-officio members shall constitute a quorum of the Board of Directors. Proxy or absentee voting is not allowed.

  • C. Initiatives, Modifications, Vetoes, and Recalls by the General Membership:
    Initiatives, Modifications, Vetoes, and Recalls by the General Membership: The General Membership may initiate a vote on any matter other than Constitutional Amendments, modify or veto a decision by the Board, or recall any officer by first presenting the President with a petition signed by ten percent of those members with voting rights. Second, the petition must clearly spell out the reason for requesting a vote of the General Membership at the top of the form where it can be read by members signing below. Third, upon verification of the petition signatures, a vote shall be held at the next General Meeting following an announcement in the Association Newsletter at least thirty days prior to the vote. Fourth, the vote of the General Membership shall supersede any decision of the Board of Directors.

Ratified May 2, 2003