SWFAS By-laws

BY-LAWS of the
SOUTHWEST FLORIDA ASTRONOMICAL SOCIETY, INC.

ARTICLE I — NAME
The name of this Society shall be the Southwest Florida Astronomical Society, Inc.

ARTICLE II — PURPOSES
The Southwest Florida Astronomical Society was formed in l980 by amateur astronomers in Lee County, FL.  Its purpose and goals include educating the public, school children, and scouts about the wonders of the night sky.  The Southwest Florida Astronomical Society regularly works with the Calusa Nature Center and Planetarium, the Children’s Science Center, as well as Florida Gulf Coast University with public observing events.

ARTICLE III — MEMBERSHIP
SECTION 1. CLASSES OF MEMBERSHIP.

A.     REGULAR MEMBERSHIP.  Regular membership shall be for any person 18 years of age and older.  Such members shall have full voting privileges and shall be eligible to hold office.

B.     HONORARY MEMBERSHIP.  Honorary membership shall be for those persons who are recognized by the membership of the Society as having served to further the goals and ideals of our Society over an extended period of time.  These members shall have full voting rights and may hold office.

C.     BENEFIT OF MEMBERSHIP.  Benefit of membership in the Society shall include the right to vote; to serve on committees appointed by the President; to hold office; to attend all   private and public functions of the Society; to optionally obtain annual subscriptions to astronomical publications at a reduced rate offered through the Society, and to have membership in the Astronomical League.

D.     MEMBERSHIP DUES.  The annual dues for Regular members shall be determined by the Officers.

 SECTION 2. MEMBERSHIP REQUIREMENTS.         

 All persons interested in the science of astronomy may become members of the Society by adhering to the by-laws of the Society and paying annual membership dues.

 ARTICLE IV — OFFICERS
 SECTION 1.

The Society shall be governed by four members selected from the membership.

SECTION 2.

 The officers of the Society shall consist of a President, a Vice-President, a Secretary, and a Treasurer.

A.     PRESIDENT.  The President shall preside at all business meetings; shall call extra business meetings when necessary; coordinate activities of Officers and committees, temporarily fill vacancies and appoint committees when necessary; and secure and insure access to meeting sites.

B.     VICE-PRESIDENT.  The Vice-President shall act as Public Relations Coordinator and liaison between the Southwest Florida Astronomical Society and the community.

C.     SECRETARY.  The Secretary shall take minutes of business and Officers meetings; maintain club roster and Astronomical League membership; and maintain and have available Society records to include Newsletters and minutes of meetings.  “Robert’s Rules of Order” shall be the authority on all questions of procedures not specifically stated in the by-laws.

D.     TREASURER.  The Treasurer shall collect dues; maintain membership records; pay Society bills; complete annual tax return; distribute mail to appropriate Officers and members; and maintain complete financial records.

 ARTICLE V — ELECTIONS
SECTION 1.

The Officers shall be elected during the regular monthly meeting during the month of December.

SECTION 2.

Each office shall be voted on separately immediately following the closing of nominations of candidates for that office.

SECTION 3.

The results shall be tallied, with the results expressed verbally to the membership, and shall be officially recorded in the minutes by the Secretary.

SECTION 4.

The four candidates with the most votes will take the at-large positions of Officers.

SECTION 5.

There shall be no absentee voting conducted during election of Officers.

SECTION 6.

The votes shall be counted and noted in the Secretary’s official minutes.

SECTION 7.

The term of office of all Officers shall be for one year, with the term beginning at the January meeting and continuing through the December meeting of the next year.

SECTION 8.

Officers may be removed from office by a two-thirds vote of a quorum after a show of due cause under the provision that the members be notified of such proposed action at the regular meeting prior to the meeting at which the action is to be taken.

SECTION 9.

Vacancies occurring between elections shall be filled by the President at the regular meeting following the announcement of the resignation or withdrawal of the Officer.

 ARTICLE VI — AFFILIATION

The Society shall be affiliated with the Astronomical League and the International Dark Sky Association and shall pay all necessary dues to these organizations.

ARTICLE VII — MEETINGS
SECTION 1. REGULAR MEETINGS.

Regular meetings of the Society shall be held monthly at the Calusa Nature Center & Planetarium, Inc.  The Officers shall have the power to change the date, time and temporary locations of the regular meeting.  The change in permanent location of the regular monthly meeting will take place under the vote of a majority of a quorum.  Announcements of such a vote must be placed in the Society’s Newsletter.

SECTION 2. SPECIAL MEETINGS.

Special meetings shall be held at the call of the President.

SECTION 3. QUORUM.

Two-thirds of the membership of the Society shall constitute a quorum at any regular or special meeting.

SECTION 4. OFFICER MEETINGS.

The Officers shall meet at least twice a year, beginning at the time of their election.

SECTION 5. QUORUM FOR OFFICER MEETINGS.

At least three officers shall be present to conduct business.

SECTION 6. PROXY VOTE BY OFFICERS.

Any member of the Officers may cast a proxy vote through another Officer.

ARTICLE VIII — FINANCE
SECTION 1.  INVESTMENT OF FUNDS.

The funds of the Society shall be deposited in a financial institution with all such transactions included in the detailed reports of the Treasurer.

SECTION 2.  REMUNERATION.

The Officers of the Society shall serve their term of office without remuneration of any kind from the Society.

SECTION 3.  FINANCIAL REPORT.

A financial report shall be presented to the members attending a regular meeting by the Treasurer at the request of the President.

SECTION 4.  FINANCIAL AUDIT.

A financial audit shall be done by a committee appointed by the President, prior to the annual election of Officers, and results of this audit shall be presented to the membership at the next regular scheduled meeting.

SECTION 5.  MINIMAL DISBURSEMENTS.

The Officers shall authorize spending of all money of the Society in amounts less than one hundred dollars.  All minimal disbursements shall be recorded in the detailed reports by the Treasurer.

SECTION 6.  LARGER DISBURSEMENTS.

Proposals to spend money in excess of one hundred dollars shall be presented to the Officers.

ARTICLE IX — INDEMNIFICATION OF ASSOCIATION

There shall be an agreement among the members of the Society that shall be held acceptable by all members upon payment of annual dues, that holds the Society members and Officers harmless during any meeting or activity of the Society, both public and private.

ARTICLE X — DISSOLUTION

 Upon the time of dissolution of the corporation, assets shall be distributed by the Officers, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, 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. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal 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 XI — AMENDMENTS

Amendments to these by-laws may be introduced by the Officers of the Society at any regular meeting.  The amendments shall be voted upon not later than two months from the time they were introduced.  A majority of the quorum of the members present at a regular meeting is required to adopt the amendments.

Lee County Florida USA