BY-LAWS
(revised and effective July 1, 2012)

By-Laws for the regulation, except as otherwise provided by statute or its Articles of Incorporation of the

ASTRONOMICAL SOCIETY OF LAS CRUCES
(A New Mexico nonprofit corporation)

I.  MEMBERSHIP

Section 1.

Qualifications for voting membership in the Society are:  an interest in astronomy, and age of sixteen (16) years or older. Candidates for membership shall not be discriminated against on the basis of gender, race, ethnic or national origin, ancestry, creed, religion, or sexual orientation.

Section 2.

Classes of membership are:

1. Individual Membership:  a membership held solely by one person.
 
2. Family Membership: a membership held in common by persons of one household living together as a family. All individuals who are included in a family membership must be registered with the treasurer upon joining/renewal; and all must use the same mailing address.
 
3. Honorary Membership: honorary membership may be bestowed upon individuals who are not members, or upon organizations, in recognition of outstanding service to the Society. Such bestowal must be approved first by the Board of Directors, then by a majority vote at a duly held meeting of members.
 

II.  RIGHTS AND PRIVILEGES OF MEMBERS

Section 1.

1. Every member of the Society who holds individual membership or who is part of a family membership and age sixteen (16) years or older, who is in good standing, has the right to vote on Society business.  A family membership has no collective vote.
 
1. A member in good standing shall be one who has remained current on organization dues and payments.
 
2. The Society does not permit voting by proxy.
 
3. Honorary members may not vote on Society business.

Section 2.

Every member who is part of a family membership has all the rights and privileges of an individual member, provided:  that the Society is not bound to furnish more than one copy of any publication, notice, or communication, except ballots, to a family membership.

Section 3.

Every member who has the right to vote on Society business and who is twenty-one (21) years old or older is eligible to hold an office or directorate in the Society.

Section 4.

All members in good standing have equal rights to take part in the activities, and to use the properties, of the Society, such rights to be exercised under the management and supervision of the Board of Directors or appointees of the Board.

Section 5.

All questions of eligibility, classification, or rights of members will be decided by the Board of Directors and the Board's decision shall be final.

                       
III.  MEETINGS

Section 1.

The President shall call all meetings of the Society, both regular and special.

Section 2.

A regular meeting shall be held each month, unless otherwise ordered by the President or the Board of Directors. The regular meeting held in October will be the annual meeting of the Society.

Section 3.

A special meeting shall be held at the discretion of the President, or at the direction of the Board of Directors, or on written demand of a majority of the members who are qualified to vote.

Section 4.

Notice of each regular meeting shall be properly addressed according to latest available corporate records, and delivered by e-mail or postal mail to each member not less than five (5) nor more than thirty (30) days before the meeting, excluding the day of the meeting. Every meeting notice must state the time and place at which the meeting is to be held. Notice of a special meeting must state time, place, and reason for calling the meeting.

Section 5.

At any duly held meeting, the presence in person of twenty percent (20%) of the members who are duly qualified to vote will constitute a quorum. Every act done or decision made by a majority of the members present at a meeting duly held at which a quorum is present shall be regarded as the act of the full membership, except as may be otherwise provided by statute or by these By-Laws.

IV.  OFFICERS

Section 1.

The officers of the Society will be: a President, a Vice-President, a Secretary, and a Treasurer.

Section 2.

Officers shall hold office for one (1) year, beginning January 1 and ending December 31, or until their respective successors have been elected and have taken office. The President and Vice-President will not serve more than two (2) consecutive full terms in the same office. The Secretary and Treasurer may serve an indefinite number of terms.

Section 3.

1. The President shall be the chief executive officer of the corporation and shall preside at all duly held meetings of the members, and at all meetings of the Board of Directors; shall have the general power and duties of management usually vested in the chief executive officer of a corporation; and shall have such other powers and perform such other duties as may be assigned to him in these By-Laws, or by the Board of Directors.
 
2. In the absence or disability of the President, the Vice-President shall perform all the duties of the President, and in so acting, shall have all the powers of the President. The Vice-President shall have such powers and perform such other duties as may be assigned to him by the Board of Directors.
 
3. The Secretary shall:
 
1. Keep minutes of all meetings of the members and of the Board of Directors, showing the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of members present at members’ meetings and entitled to vote thereat, the proceedings thereof, the name of the presiding officer, and the signature of the Secretary.
2. Have custody of the records of the Society, except the records that pertain to the office of Treasurer; and keep them at the principal office of the Society or at a place or places designated by the Board of Directors.
 
3. Give due notice of all the meetings of the members and of the Board of Directors as set forth in Section 4, By-Laws III.
 
4. Prepare ballots for elections of Officers and Directors and for other elections in which the vote is taken by ballot, and deliver by e-mail or postal mail one of said ballots to every member of the Society.
 
5. Attend to Society correspondence and reports at the direction of the President.
 
6. Perform such other secretarial duties as may be assigned by the Board of Directors.
 
4. The Treasurer shall:
 
1. Keep and maintain adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses. The books of account shall be open at reasonable times to inspection by any Director.
 
2. Receive and deposit all moneys in the name and to the credit of the corporation in the bank designated by the Board of Directors.
 
3. Disburse the funds of the corporation in any manner duly authorized by the Board of Directors.
 
4. Render to the President and the Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation; make an annual financial status report to the membership at the annual meeting; and make a general report to the membership at each regular monthly meeting.
 
5. Prepare financial and tax reports as required by local, state, and federal governments, based on corporate records.
 
6. Send notices of dues payable as set forth in Section 5, By-Laws VII.
 
7. Be responsible for the preparation of an annual operating budget with the assistance of the Budget Committee; and for the collection and disbursement of Society funds within the budget as approved.
 
8. Keep a membership register showing the names of the members, their addresses, class of membership, and current voting status, notifying Secretary of any/all updates.
 
9. Have such other powers and perform such other duties as may be assigned by the Board of Directors.

V.  BOARD OF DIRECTORS

Section 1.

The Directors of this Society, to be known jointly as the Board of Directors, shall be seven (7) in number. The seven directorates shall be filled by: (1) the President, (2) the Vice-President, (3) the Secretary, (4) the Treasurer, (5) the immediate past president, (6) and (7) by Directors who are to be elected at each annual election.

1. An elected director for position (6) or (7)  shall serve as elected director no more than two (2) consecutive terms.

Section 2.

An organizational meeting of the Board of Directors shall be held within three weeks after the annual election, and a minimum of three additional meetings of the Board of Directors shall be held during the fiscal year. The presence of five or more Directors at a meeting of the Board will constitute a quorum.

Section 3.

Subject to the limitations of the Articles of Incorporation, of the By-Laws, and of New Mexico law as to action to be authorized or approved by the members and subject to the duties of Directors as prescribed by the By-Laws, all corporate powers shall be exercised by, and the business affairs of the Society shall be controlled by, the Board of Directors. Without prejudice to such general powers but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:

1. To establish in Dona Ana County, New Mexico, an office for the transaction of the business of the Society and to change the location of said office at its discretion, within the limits of Dona Ana County.
 
2. To select and remove agents and employees of the Society, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation, or the By-Laws, fix their compensation, and require from them security for faithful service.
 
3. To conduct, manage and control the affairs and business of the Society, and to make such rules and regulations therefore not inconsistent with law, or with the Articles of Incorporation, or the By-Laws, as they may deem best.
 
4. To appoint such committees as they deem necessary, and prescribe the duties and term of existence thereof.
 
5. To adopt and enforce a Conflict of Interest Policy.  New Board Members will be given a copy of the current Conflict of Interest policy at or before the first Board of Directors meeting they are eligible to attend.

VI.  FINANCES

 
Section 1.

The fiscal year of the Society shall be from October 1 through September 30.

Section 2.

Within ninety (90) days after the end of the fiscal year, a review or audit of the financial statements and accounts will be made. The auditor will be selected by the members at the regular meeting held in July.

Section 3.
An annual budget will be prepared by a committee composed of the Treasurer, the President, and one member from the general membership, to be known as the Budget Committee, and submitted to the members at the regular meeting held in July. The budget will show anticipated receipts and expenditures of the Society, and will serve as a guide in the management of its financial affairs.

Section 4.

The assumption of any debt, or the pledge of any property or asset of the Society as security for debt, or the sale, exchange, or disposal in any manner, of property or assets of the Society, or the expenditure of any funds beyond those allocated to the annual budget, shall require prior approval of a majority at a duly held meeting of members.

Section 5.

Upon the dissolution of the Astronomical Society of Las Cruces, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

VII.  DUES

 Section 1.

Dues for each membership shall be reckoned and paid for membership periods of twelve (12) months beginning January 1 and ending December 31, provided: that a new member may be granted an initial membership period of less or more than twelve months. Dues for such irregular initial periods will be adjusted at a rate of one twelfth (1/12) of the annual dues rate per month through the end of the calendar year.

Section 2.

The annual dues for an Individual Membership shall be set by the Board of Directors.

Section 3.

The annual dues for a Family Membership shall be as for an Individual Membership, plus a nominal fee for each additional family member, as set by the Board of Directors.

Section 4.

Dues payable by a member who is a bona fied student at an accredited institution of learning may be reduced, as determined by the Board of Directors.

Section 5.

All dues must be paid in advance. A notice of dues payable will be delivered by e-mail or postal mail to each membership before the end of the membership period. After dues have remained due and unpaid for 60 days, the membership thus delinquent will be dropped from the Society’s roster. Members whose dues have been delinquent for twelve (12) months or less must pay all delinquent dues to reinstate their membership.

Section 6.

Honorary members will not be required to pay dues.

VIII.  NOMINATIONS AND ELECTIONS

Section 1.

A nominating committee of three members will be elected by vote of the members at the regular meeting in July. This committee will also serve as tellers at the annual election. All members who qualify under Section 3, By-Law II, except the President, may serve on the nominating committee. The committee will select one of its members to be Chair.

Section 2.

Said committee will nominate at least one candidate for each office and each directorate to be filled. Only members who are qualified as set forth in Section 3, By-Law II, and who agree to serve if elected, may be nominated. The list of candidates submitted by the nominating committee will be announced at the regular meeting in September. Nominations may be made from the floor at the regular meeting, provided: that only members who are present may be nominated from the floor, unless the nominator delivers to the Secretary a signed statement from the absent nominee stating that he will accept the nomination and will serve if elected.

Section 3.

1. A written ballot will be used, and one ballot form will be sent by e-mail or postal mail to each member with notice of the annual meeting. Each nominee will be listed under the office for which he/she is a candidate, and a blank space will be provided under each office for a write-in candidate. Each voter is to mark their ballot to indicate their choice for each office, and promptly submit the completed ballot via e-mail or postal mail to the Secretary. Members who have not submitted their ballots may vote at the annual meeting, provided they deliver their ballots to the Secretary or Nominating Committee before the tellers begin the count of votes.
 
2. At the annual meeting, the Chair of the Nominating Committee, who, with the other two members of said committee will count and tally the votes. The committee Chair will certify the tally in writing and deliver the certification to the President. The official announcement of the election results will be made by the President.
 
3. If a member or members of the nominating committee do not attend the annual meeting, such member or members of the committee as are present will choose substitutes, from among the voting members present, to bring the number of tellers to three.

IX.  RESIGNATIONS, REMOVALS, VACANCIES

Section 1.

Any officer or director may resign at any time by giving written notice to the Board of Directors. Such resignation will be effective on the date it is received, or at any later time specified in the notice.

Section 2.

Any officer or director may be removed from office for cause by the Board of Directors at any meeting thereof, by concurring votes of five (5) members of the Board.

Section 3.

A vacancy in any office or directorate, however caused or occurring, shall be filled by the Board of Directors. The Board first shall declare that a specific vacancy exists. When the office of President has been declared vacant, the Board will authorize the Vice-President to assume the duties and title of President. When other office or directorate is declared vacant, the Board will appoint to the post a member of the Society who is duly qualified under Section 3, By-Law II. Such appointment will be for a term to end not later than the date of the next following annual election held by the Society.

X.  TRIAL OF MEMBERS

Section 1.

Charges brought against a member will be referred to the Board of Directors. The Directors will appoint a committee of five (5), with instructions to investigate the charges and to determine what action should be taken. The Board will review the committee’s report, and instruct the committee chairman to present it, with the proper resolutions, at a duly held meeting of the Society. Proceedings will be as outlined in “Robert’s Rules of Order, Revised”.

XI.  PARLIAMENTARY AUTHORITY

Section 1.

The rules contained in “Robert’s Rules of Order, Revised” shall govern the Society and the order of business of the meetings in all cases to which they are applicable and insofar as they are compatible with the Articles of Incorporation and By-Laws of this corporation. The President may appoint a Parliamentarian, other than an officer, who will be responsible for resolving point of order.

XII.  AMENDMENTS

Section 1.

These By-Laws may be amended or repealed by approval of two-thirds (2/3) of the votes cast by members entitled to vote.

Section 2.

1. The Secretary will send an e-mail or postal mail containing the full text of a proposed amendment, and a ballot or ballots for expression of vote on its adoption, with each of the notices of a duly held regular meeting announcing an open discussion of the proposed amendment to be held at the upcoming regular meeting, and the intent to vote on said proposal at the regular monthly meeting directly following the designated upcoming meeting.
            
2. Completed ballots may be delivered to the Secretary via e-mail or postal mail. Ballots may also be turned in to the Secretary at the designated upcoming meeting or at the following regular meeting when the Secretary shall distribute ballots to attending voting members who have not already voted. The members shall mark the ballot and return it to the Secretary. The ballots received will be checked and the votes tallied by the Secretary. Voting will continue until the adoption of the proposed amendment is authorized or refused, but not longer than forty-five (45) days from the date of written notice to the members of the full text thereof.
 
3. The Secretary will retain the ballots and related data until the Board of Directors has reviewed them and has declared the results final.

Section 3.

The Articles of Incorporation may be amended by the procedure set forth in Sections 1 and 2 of this By-Law.

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