BYLAWS OF ALLIANCE FOR ASTRONOMY, INC.
ARTICLE 1 OFFICES
Section 1.1 The principal office of the corporation is located in St. Charles County, State of Missouri.
Section 1.2 The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws.
Section 1.3 The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
ARTICLE 2 MISSION & PURPOSE
Section 2.1 The mission of the corporation shall be to promote public awareness, appreciation and education in astronomy and related sciences.
Section 2.2 The corporation is incorporated exclusively for charitable and educational purposes within the meaning of section 501( c )(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE 3 DIRECTORS
The corporation shall have no members. All powers, obligations and rights of members provided by law shall reside in the Board of Directors.
Section 3.1 Board Size, Composition, Role. The Board of Directors shall consist of at least seven (7) members. The Board may increase or decrease the number of Directors by a two thirds vote, but never to fewer than three. The Board is responsible for overall policy and direction of the corporation, and delegates responsibility for day-to-day operations to the corporation’s Executive Director. The Board as a whole is responsible for the hiring of an Executive Director.
Section 3.2 Qualifications. Directors shall be of the age of majority in this state.
Section 3.3 Powers. Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 3.4 Duties. It shall be the duty of the directors to: ( a ) Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws; ( b ) Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of an Executive Director; ( c )Govern the corporation via written policies in four broad areas
(i)Ends Policies in which the desired results for the desired recipients for a desired cost are delineated;
(ii)Board-Executive Director Linkage Policies in which the day-to-day operation of the corporation is delegated to an Executive Director and the criteria for evaluating the performance of the Executive Director are delineated;
(iii)Executive Limitation Policies in which the Board places limitations on the means by which the Executive Director may use in performing his or her duties, and;
(iv)Governance Process Policies in which the Board defines how it will operate.
( d )Meet at such times and places as required by these Bylaws; ( e ) Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 3.5 Term of Office. Each director shall hold office for a period of three years and until his or her successor is elected and qualifies. Director terms shall be staggered such that approximately one third of the terms will expire each year. If new directors are authorized, their initial terms shall be set to follow this rule. Unless there are vacancies, reductions in the number of directors shall take place only at January meetings to remove the expired seats. Vacant seats may be removed at any regular or special meeting, but not to reduce the total number of directors below seven.
Section 3.6 Compensation. Directors shall serve without compensation except that a reasonable fee may be paid to directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 3.7 Place Of Meetings. Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.
Section 3.8 Meetings. The Board shall meet at least quarterly, at an agreed upon time and location. Board members shall be given at least ten (10) days notice of regularly scheduled meetings. Any member of the Board of Directors with three (3) consecutive absences in any twelve month period will be deemed to have resigned. Meetings may take place in person, by telephone, by video, over the Internet, or any other effective form of electronic conferencing, or by a combination of the aforementioned modes of communication. At the January meeting of directors, directors shall be elected by the Board of Directors to fill expiring terms or to fill vacancies, if any. Voting for the election of directors shall be by written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board.
Section 3.9 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting. Notices of special meetings shall be sent out by the Secretary to each Board member ten (10) days in advance to the address on record or the most recently known address or phone number. Notice will be deemed to have been given when deposited in the United States mail, postage paid, or when delivered in person, or by courier or by facsimile transmission, or by electronic mail.
Section 3.10 Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 3.11 Quorum For Meetings. A quorum shall consist of two thirds of the members of the Board of Directors with a minimum of two members. Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.
Section 3.12 Majority Action As Board Action. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. In lieu of a meeting the board may take action by written agreement with a majority of the members of the board affirming by their signatures on a resolution or other writing their consent to the action. The Secretary shall enter all such written actions with the affirming signatures in the records of the corporation.
Section 3.13 Conduct Of Meetings. Meetings of the Board of Directors shall be presided over by the Chairperson or, in his or her absence, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
Section 3.14 Vacancies. Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the Chairperson, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
Section 3.15 Nonliability Of Directors. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 3.16 Indemnification By Corporation Of Directors And Officers. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
Section 3.17 Insurance For Corporate Agents. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
ARTICLE 4 OFFICERS
Section 4.1 Designation Of Officers. The officers of the corporation shall be an Executive Director and Secretary.
Section 4.2 Qualifications. The Board of Directors shall determine the qualifications of the officers.
Section 4.3 Election And Term Of Office. Officers shall be elected by the Board of Directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.
Section 4.4 Removal And Resignation. Any officer may be removed, either with or without cause, by the Board of Directors at any time subject to any contract with said officer. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairperson or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.
Section 4.5 Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office, such vacancy may be filled temporarily by appointment by the Chairperson until such time as the Board shall fill the vacancy.
Section 4.6 Duties Of Executive Director. The Executive Director shall be the chief executive officer of the corporation and shall have day-to-day responsibility for the corporation, including carrying out the corporation’s purpose and policies of the Board of Directors. The Executive Director is responsible for hiring and overseeing other staff. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.
Section 4.7 Duties Of Chairperson. A Chairperson shall be selected by the Board of Directors to chair meetings of the Board and to perform such duties as shall be determined by a written policy of the Board. Section 4.8 Duties Of Secretary. The Secretary shall verify the accuracy of all Board documents.
Section 4.9 Compensation. The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation.
ARTICLE 5 EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
Section 5.1 Execution Of Instruments. The Executive Director is authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. No other officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 5.2 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Director may select.
Section 5.3 Gifts. The Executive Director may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
ARTICLE 6 CONFLICT OF INTEREST
No member of the Board of Directors, or Staff of the corporation, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the Alliance For Astronomy, Inc.
ARTICLE 7 AMENDMENTS
These By-laws may be amended at any regular Board of Directors meeting by a two-thirds vote of the members present and voting, after having been presented to the entire Board of Directors in writing a minimum of fourteen (14) days prior to the meeting.
ARTICLE 8 DISSOLUTION Upon the dissolution of the corporation, the corporation shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organizations under section 501( c )(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Chair shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 9 CORPORATE RECORDS, REPORTS AND SEAL
Section 9.1 Maintenance Of Corporate Records. The corporation shall keep at its principal office:
( a ) Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
( b ) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
( c ) A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
( d ) A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 9.2 Corporate Seal. The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 9.3 Directors’ Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.
Section 9.4 Right To Copy And Make Extracts. Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 9.5 Periodic Report. The Executive Director shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 10 IRC 501( c )(3) TAX EXEMPTION PROVISIONS Section 10.1 Limitations On Activities. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501( c )(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170( c )(2) of the Internal Revenue Code.
Section 10.2 Prohibition Against Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 10.3 Distribution Of Assets. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510©(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 10.4 Private Foundation Requirements And Restrictions. In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation
1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code;
2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code;
3) shall not retain any excess business holdings as defined in Section 4943( c ) of the Internal Revenue Code;
4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and
5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 11 CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding. All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation. All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
All previous versions of the Bylaws of the Alliance for Astronomy, Inc. are hereby rescinded and voided.
Adopted by the Board of Directors on April 21, 2005 .
Attest: Yvonne J. Roe, Corporate Secretary