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:
- Willful misuse of Association property.
- Willful disregard for his own safety or the safety of others while
on Association sponsored activities.
- 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:
- All such ballots shall be independently counted by two Association
members who are to be appointed by the President.
- 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.
- 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.
- 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.
- 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.
- 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
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