ALDRICH ASTRONOMICAL SOCIETY, INCORPORATED
WORCESTER, MASSACHUSETTS
Established 1932
Incorporated 2000
By-Laws
ARTICLE I
General Provisions
Section 1. Name-
The name of the corporation shall be
ALDRICH ASTRONOMICAL SOCIETY, INCORPORATED
Section 2. Purpose-
The purpose of the Aldrich Astronomical Society, Incorporated, here in after referred to as the Society, is to unite people who are interested in Astronomy. The Society shall maintain the Aldrich Observatory and related facilities for the use of the members and for educational outreach to the community. The Society shall encourage affiliation with other local and national societies at the discretion of the membership.
Section 3. Location-
The principal office of the corporation shall initially be located at the place set forth in the Articles of Organization of the corporation. The directors may establish other offices and places of business in Massachusetts or elsewhere.
Section 4. Fiscal Year-
Except as from time to time otherwise determined by the directors, the fiscal year of the corporation shall end on the last day of August of each year.
ARTICLE II
Membership
Section 1. Members-
The members of the corporation shall be
i. the directors of the corporation then in office,
ii. those persons who join the society and are current in their membership dues and
iii. honorary members as stipulated in Article II Section 3.
Any member may resign as such at any time by written notice to the clerk of the corporation. Any member may be removed as a member with or without cause, by vote of two-thirds of the board of directors present at any meeting of the Board of Directors.
Section 2. Eligibility-
Men, women and children shall be eligible for membership without regard to race, religion, and age. An interest in astronomy is the only prerequisite.
Section 3. Application-
In order to become a member, a person must make out an application and pay the dues required.
A member shall be dropped from membership for failure to pay annual dues.
An honorary member is one who is voted an honorary member for life or until revoked by the membership and shall be considered an active member but shall have no voting rights.
Section 4 Dues-
a. Regular membership dues are to be paid by anyone 18 years of age or older.
b. Junior membership dues are to paid at one-half of the regular dues rate by anyone younger than the age of eighteen.
c. Senior membership dues for members 65 years of age or older are to be paid at one-half the regular dues rate.
d. Dues for the coming year shall be paid yearly before September 1. There shall be a grace period until the beginning of the Annual Meeting after which a member's name shall be dropped from the active membership rolls.
e. Members whose dues are in arrears shall not be eligible to vote at any meeting of the Society or to receive any club sponsored publications. Full membership privileges shall be restored when dues in arrears have been paid in full.
f. A new member joining during the fiscal year shall have the dues amount payable prorated to September 1st, at which time a full annual dues payment will be required. The prorated dues amount shall be determined by the basis of quarters of the year.
g. The amount of annual dues and the rules with respect to the payment of same shall be established from time to time by the Board of Directors.
ARTICLE III
Meetings
Section 1. Meetings of Members-
Meetings of the Society shall consist of the following types:
a. Regular Meetings of the Society will be held on the 2nd and 4th Saturday of the each month, circumstances permitting.
b. Business Meetings of the Society shall be held on the 2nd Saturday of every third month in the quarter (September, December, March, and June) to conduct and transact the business of the Society.
c. The Annual Meeting of the members of the corporation shall be held on the 4th Saturday in September at which time a business meeting will be held.
d. If the Annual Meeting is not held on such date, a special meeting in lieu of an Annual Meeting may be held with all the force and effect of an annual meeting.
e. Notice of the Annual Meeting setting forth the date, time and place of any such meeting shall be mailed to all members not less than ten (10) days prior to the date thereof. At this annual business meeting a list of assets and liabilities shall be updated.
f. Special Meetings of the members may be called at any time by the President, the officers, or upon the written request of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting and shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the Secretary, by any other officer.
Notice of any special meeting shall be given in person or by telephone, telegraph or facsimile transmission at least seventy-two (72) hours in advance of the meeting or by mail postmarked at least seven (7) days in advance of the meeting including the date of postmark but excluding the date of receipt.
Section 2. Quorum-
At any meeting of the members, a quorum for the transaction of business shall consist of no less than two officers and ten other voting members of the voting membership or 50% of the voting membership whichever is smaller.
Section 3. Action at meetings-
At all meetings of the members the vote of each member must be cast in person or by written proxy. Proxies shall be filed with the secretary of the meeting, or of any resumed meeting, before being voted. Except as otherwise limited therein, proxies shall entitle the member named therein to vote at any resumed meeting but shall not be valid after final adjournment of such meeting. A proxy purporting to be executed by or on behalf of a member shall be deemed valid unless challenged at or prior to its exercise, in which event the burden of proving invalidity shall rest on the challenger. If a quorum is not present the membership may without further notice, adjourn to the next scheduled meeting. At any meeting of the members at which a quorum is present the vote of a majority of those present or represented by proxy shall decide any matter, unless a different vote is specified by law, the Articles of Organization or these By-laws.
Section 4. Form of Proxy-
The proxy must take the form of a signed proxy card, received by the Secretary by such date as stipulated in the notice.
Section 5. Action by consent-
Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if all of the members consent to the action in writing and the written consents are filed with the records of the meetings of members by the Secretary. Such consents shall be treated for all purposes as a vote at a meeting.
Section 6. Parliamentary Procedure-
The rules of parliamentary procedure set forth in the current Robert's Rules of Order as of the date of adoption of these by-laws shall be used as a guide at all meetings
ARTICLE IV
Directors
Section 1. Membership-
Members of the Board of Directors shall be the current officers. The officers of the corporation shall consist of a President, a Treasurer, a Secretary, a Public Relations Coordinator and such other officers as the directors may determine.
Section 2. Powers-
a. The business and property of the corporation shall be managed by a Board of Directors who may exercise all the powers of the corporation upon due approval of the Society.
b. Except as otherwise provided by law, the Articles of Organization or these By-laws, all officers shall hold office until the Annual Meeting of the Society of even numbered years or until their respective successors are chosen and qualified.
Section 3. President-
a. The President shall be the chief executive officer of the corporation and as such shall have charge of the affairs of the corporation subject to the supervision of the Board of Directors.
b. The President shall, subject to the direction and control of the Board of Directors, preside when present at all meetings of the directors.
c. The President shall have such other powers and duties as are usually incident to that office and as may be vested in that office by the directors.
Section 4. Treasurer-
a. The Treasurer shall, subject to the direction and control of the Board of Directors, have general charge of the financial affairs of the corporation and shall keep full and accurate books of account.
b. The Treasurer shall maintain custody of all funds, securities and valuable documents of the corporation, except as the directors may otherwise provide.
c. The Treasurer shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-laws or by the directors. Checks may also be written by the President with accounting of the expenditure to the Treasurer.
d. The Treasurer shall be required to provide a written report of the financial status of the Society at each business meeting, which shall be incorporated in to the minutes of the meeting.
e. The Treasurer shall provide the officers with the Society's financial books and records at the last business meeting prior to the annual meeting or as requested for the purpose of auditing such books and records.
Section 5. Secretary-
a. The Secretary shall give such notices of meetings of directors, and other meetings as stated in Article III, Section 1 or as are required by these By-laws and shall keep a record of all the meetings of the Society.
b. The Secretary shall have such other powers and duties as are usually incident to that office and as may be vested in that office by these By-laws or by the directors.
c. In the absence of the Secretary from any meeting of the Directors, a temporary Secretary designated by the person presiding at the meeting shall perform the duties of the Secretary.
d. In case of a temporary absence of the President, the Secretary shall preside at the meetings of the Society.
e. The Secretary shall be a resident of the Commonwealth of Massachusetts unless the corporation shall appoint a resident agent for the service or process appointed in the manner prescribed by law.
Section 6. Public Relations Coordinator
a. The Public Relations Coordinator shall make the activities of the Society known to the general public for the betterment of the Society
b. The Public Relations Coordinator shall familiarize new members with the observatory telescope and equipment, welcome and inform visitors with respect to astronomy, the Society and its telescope and equipment, and supervise their access to same.
c. The Public Relations Coordinator shall coordinate public outreach programs provided by the Society.
d. The Public Relations Coordinator shall provide at least annually a report of outreach programs accomplished by the Society which shall be incorporated into the minutes of the meeting.
e. Members shall be solicited for participation in outreach programs.
Section 7. Election-
The Board of Directors shall be of such number, no less than three (3) or more than seven (7), as the Directors shall determine from time to time. A majority of the members shall elect the Board of Directors at the annual meeting of the Society of even numbered years or at a special meeting in lieu of an Annual Meeting.
Candidates for each office shall be nominated at the September Business Meeting prior to the annual meeting. Election of each director shall be by secret ballot unless there is only one candidate for that office. Any other directors determined necessary or desirable by the directors may be elected by the membership.
In the event of a vacancy or resignation that shall occur under any circumstances in any of said offices, the duties will be performed by the remaining directors until the vacant office shall be filled by an election or the President may appoint a member in good standing to fill out the remainder of the term. One person shall not hold more than one office on a permanent basis.
Section 8. Resignation and Removal-
Any Director may resign by delivering a written resignation to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time. Any Director may be removed from office with or without cause by the affirmative vote of a two-thirds (2/3) of the members present at a Business Meeting where a quorum is present after due notification thereof.
Section 9. Quorum; Action at Meetings for Board of Directors-
Three (3) of the directors then in office shall constitute a quorum but a lesser number may without further notice adjourn the meeting to any other time. At any meeting at which a quorum is present, the vote of a majority of those present shall decide any matter unless the Articles of Organization, these By-Laws, or any applicable law requires a different vote.
Section 10. Action by Consent- Directors
Any action by the directors or any committee may be taken without a meeting if a written consent thereto is signed by all the directors or all the members of the applicable committees and filed with the records of the meetings of the directors. Such consent shall be treated for all purposes as a vote at a meeting.
Section 11. Non-Voting Members- Directors
The Directors may create classes of non-voting membership such as honorary members, associate members, friends, alumni and the like, and may elect persons to those classes for such terms and on such conditions as the Directors determine and may assign to such persons such responsibilities, duties and privileges as the Directors determine. Persons elected as non-voting members shall not be members for the purposes of these By-laws and shall have no votes at any meetings of the Directors or Society.
Section 12. Committees-
a. The Directors shall appoint an audit committee to review the annual financial status of the Society and present said findings to the Society at the annual meeting of each year.
b. The Directors may appoint such other committees as they may from time to time determine necessary or advisable, including without limitation committees to deal with matters affecting fund raising, planning, development, building and grounds, investments, finances and budgets and other matters affecting the state of the Corporation, and may delegate such powers and duties thereto as the Board of Directors may deem advisable to the extent permitted by law. At any meeting of a committee a quorum for the transaction of all business properly before the meeting shall consist of a majority of the appointed members of such committee.
ARTICLE V
Indemnification of Directors and Officers
The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director, president, vice president, treasurer, assistant treasurer, clerk, assistant clerk public relations coordinator or other officer of the corporation or who at the request of the corporation may serve or at any time has served as a fiduciary or trustee of an employee benefit plan of the corporation (collectively, "Indemnified Officers" or individually, "Indemnified Officer"), against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding - whether civil, criminal, administrative or investigative (a "proceeding") in which an Indemnified Officer may become involved. By reason of serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless a majority of the full board of directors authorized the proceeding); provided that no indemnification shall be provided for any such Indemnified Officer with respect to any matter as to which the Indemnified Officer shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such Indemnified Officer's action was in the best interests of the corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and further provided that any compromise or settlement payment shall be approved by the corporation in the same manner as provided below for the authorization of indemnification.
Such indemnification may, to the extent authorized by the board of directors of the corporation, include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the Indemnified Officer to repay such payment if not entitled to indemnification under this article, which undertaking may be accepted without regard to the financial ability of such Indemnified Officer to make repayment.
The payment of any indemnification or advance shall be conclusively deemed authorized by the corporation under this article, and each director and officer of the corporation approving such payment shall be wholly protected, if:
i. the payment has been approved or ratified
1. by a majority vote of the Directors who are not at the time parties to the proceeding
or
2. by a majority vote of a committee of two or more directors who are not at that time parties to the proceeding and are selected for this purpose by the full board (in which selection directors who are parties may participate)
or
ii. the action is taken in reliance upon the opinion of independent legal counsel (who may be counsel to the Corporation) appointed for the purpose by vote of the Directors in the manner specified in clauses (1) or (2) of subparagraph (i) or, if that manner is not possible, appointed by a majority of the full board of directors then in office;
or
iii. the directors have otherwise acted in accordance with the " standard of conduct applied to directors under Chapter 180 of the ~ Massachusetts General Laws, as mended;
or
iv. a court having jurisdiction shall be approved the payment.
The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of any Indemnified Officer entitled to indemnification hereunder.
The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which any person may be entitled. Nothing contained in this article shall affect any rights to indemnification to which corporation employees, agents, directors, officers and other persons may be entitled by contract or otherwise under law.
This article, as amended, constitutes a contract between the corporation and the Indemnified Officers. No amendment or repeal of the provisions of this article which adversely affects the right of an Indemnified Officer under this article shall apply to that Indemnified Officer with respect to the act or omissions of such Indemnified Officer that occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted for by or was made with the written consent of such Indemnified Officer.
ARTICLE VI
Miscellaneous Provisions
Section 1. Execution of Instruments-
All contracts, deeds, leases, bonds, notes, checks and other instruments authorized to be executed by an officer of the Corporation on its behalf shall be signed by the President or the Treasurer except as the Directors may generally or in particular cases otherwise determine.
Section 2. Voting of Securities-
Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of, and appoint any person or persons (with or without power of substitution) to act as proxy or attorney in fact for this corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this corporation.
Section 3. Corporation Records-
The original or attested copies of the Articles of Organization, By-laws and records of all meetings of the Corporation and Directors shall be kept in Massachusetts at the principal office of the Corporation or of the Secretary, but such corporate records need not all be kept in the same office.
Section 4. Definitions-
All references in these By-Laws to the Articles of Organization and to these By-laws shall be deemed to refer, respectively, to the Articles of Organization and the By-laws of the corporation as amended and in effect from time to time.
ARTICLE VII
Amendment of By-laws
Section 1. Amendment-
These By-laws may at any time be amended or repealed, in whole or in part, by an affirmative vote of two thirds of the members present at a business meeting, provided that the substance of any proposed change has been stated in the notice of the meeting at which such action is to be taken. A majority of the Directors in office may also amend or repeal these By-laws, except that no amendment or repeal may be made by the Directors which changes the date of the Annual Meeting of members, or which alters the provisions of these By-laws with respect to removal of Directors, indemnification of Directors and officers, or amendment of these By-laws, or which by law or the Articles of Organization requires action by the members. Not later than the time for giving notice of the meeting of members next following the making, amending or repealing by the Directors of any By-law, notice thereof stating the substance of such change shall be given to all members entitled to vote, and any By-law adopted by the Directors may be amended or repealed by the members.
