By-Laws of The Analemma Society

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Category: Admin

Article One

Name
The name of the Society shall be the "Analemma Society”.
 

Article Two

Purpose
The Society is organized and shall be operated exclusively for educational and scientific purposes, within the meaning of Section 501 c (3) of the Internal Revenue code of 1954, as amended, for the following purposes:
  1. To develop awareness, appreciation, and understanding of science through astronomy for children and adults;
  2. To gain appreciation of the monumental steps made throughout history, especially during man's early development of astronomy;
  3. 3. To develop programs of observation, measurement, calculation, and interpretation to experience astronomy;
  4. 4. To develop science/astronomy programs with local educational institutions, primarily sixth through twelfth grades;
  5. To design and erect means of detecting the motions of the Earth, Moon, planets and stars in Observatory Park, Fairfax County Park Authority;
  6. To work with other science/astronomy educational institutions to further develop existing educational programs;
  7. To develop in the public a heightened degree of awareness of the motions of the Earth and Moon and our place in the Solar System;
  8. To publish papers.

Article Three

Membership
Section 1. 
Membership in the Society shall be open to all.
Section 2.
The Corresponding Secretary shall chair a Membership Committee. The President shall appoint members to the Membership Committee from among the membership.
Section 3.
Donors. All Society members who made donations within the previous twelve months are eligible to act on Society business as members in good standing.
Section 4.
Voting. Each donor shall have one vote at any meeting at which he or she is present. Proxy voting will not be permitted at any meeting or election.
Section 5.
Annual Meetings: The annual membership meeting shall be held in the month of May of each year for the purposes of electing members to the Board of Directors and amending the Society By-laws.
 
Regular meetings shall be held at least quarterly. Notice of such meetings shall be sent by the Corresponding Secretary at least 10 days prior to the date of the meeting. Any proposals to be introduced shall be submitted prior to the meeting.  Business at regular meetings shall be conducted by the Board of Directors.
 
Special Meetings: Special membership meetings may be called by the President, by a majority vote of the Board, or by a petition signed by members having one-twentieth of the votes entitled to be cast at such meetings. Notice of such a meeting shall be sent at least ten (10) days prior to the date of the meeting by the Recording Secretary stating the purpose, time and place of the meeting.  No other business shall be transacted.
 
Quorum: A quorum at annual and special meetings of membership shall be ten (10%) of the members holding votes entitled to be cast at such meeting.  A quorum at regular meetings shall be a majority of the Board of Directors.
 

Article Four

Directors and Officers
Section 1.
Board of Directors: The Board shall be composed of an uneven number of at least seven natural persons elected for terms of one (1) year at the annual membership meeting. The Founding President and immediate Past President shall be members of the Board of Directors.  Directors shall serve without compensation.
 
Section 2.
Officers: The officers of the Society shall consist of a President, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer, shall serve in their respective capacities both with regard to the membership and its meetings and the Board and its Meetings.
 
The President shall preside at all meetings of the membership and of the Board and shall perform such other duties as are incident to his or her office or are properly required of him or her by the Board of Directors.
 
The Vice-President shall exercise the authority of the President in his or her absence and perform such other duties assigned to him or her by the President or Board of Directors.
 
There shall be two secretaries: a Recording Secretary and a Corresponding Secretary. The Recording Secretary shall be responsible for recording the minutes of all Society meetings, maintaining the official seal and records of the Society, and such other duties as may be required by the President or the Board.
 
The Corresponding Secretary shall have charge of the roll of the members with their addresses, chair the Membership Committee, prepare and distribute notices, as appropriate, of the Society such as special meetings, lectures, events and notices to the press, and carry out such other duties incident to his or her office as the president may request or the Board assign.
 
Section 3.
Elections: The candidate receiving the greatest number of votes for each office shall be declared elected.
 
Section 4.
Vacancies: Any vacancies occurring on the Board or among the officers during the year shall be filled for the unexpired term of office by a majority vote of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose except that a vacancy in the office of President shall be filled automatically by the Vice-President and the resulting vacancy in the office of Vice-President shall be filled by the Board.
 

Article Five

Committees
Section 1.
The President may appoint committees as necessary to advance the work of the Corporation in such matters as related to the development of the awareness, appreciation, and understanding of science through astronomy for children and adults through education programs, publishing, and the operation of an observatory. Such committees shall be subject to the final authority of the Board. Special committees may also be appointed by the Board to aid it on particular projects.
 
Section 2.
Any committee or committee appointment may be terminated by a majority vote of the Board.
 
Section 3.
Membership Committee: The Committee shall be responsible for developing criteria for becoming and terminating membership to the Society.  The Committee shall be chaired by the Corresponding Secretary with an even number of at least two appointed by the President.  The Committee shall develop and implement the annual membership donation drive, maintain the membership rolls, and make additions and deletions to the membership rolls.

Article Six

General Provisions
Section I.
Calendar: The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

Section 2.
Amendments: Amendments to the Articles of Incorporation may be proposed by a resolution of the Board of Directors recommending the amendment to the members unless the Board of Directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members. The resolution shall be submitted to the membership at a regular or special meeting. The written notice of the meeting shall contain the date, time and place and that the purpose of the meeting is to consider the proposed amendment; the notice shall contain or be accompanied by a copy of the proposed amendment. The notice shall be given to each member not less than twenty-five (25) days nor more that sixty (60) days before the meeting. The amendment shall be adopted upon receiving more than two-thirds (2/3) of all votes entitled to be cast.
 
Amendments to the By-laws may be proposed by any officer, director, or member and voted upon at the next Annual meeting or a special meeting called for the purpose of reviewing the proposed change.  Changes are enacted by a two thirds majority vote of the members present at a meeting at which a quorum is present, provided ten (10) days written notice is given to the Society of any proposed change.
 

Article Seven

Dissolution
The Corporation may be dissolved at any time by recommendation of the Board of Directors approved in writing by more than two thirds (2/3) of the members in good standing. In the event of dissolution of the Corporation, whether voluntary or involuntary or by operation of law, none of the assets of the corporation shall be distributed to any member, but after payment of all lawful debts of the corporation, its property and assets shall be given to a charitable organization or organizations of the kind described in Section 501 of the Internal Revenue Code of 1954, such organization or organizations to be selected by the Board of Directors.
 
Adopted at the organizational meeting of the founding members of the Analemma Society on the 23rd day of September 1998.

AMENDMENTS

I. There shall be no term limits for officers and directors
Charles H. Olin
As amended 8 May 2000
As amended 10 May 2003
As proposed 4 Jan 2004