Articles V and VI amended December 2005
Article VI amended March 2006
Article V amended March 2010
Article V amended July 2010
Article IV amended April 2012
Article I — Name and Purpose
The Society shall be called The Astronomical Society of the Pacific, a nonprofit public benefit corporation. Its objective shall be to promote research and education in, and public appreciation and knowledge of, astronomy and related fields of science.
Article II — Offices of the Society
The Society will maintain a principal office for the transaction of the business of the Society. The Board of Directors may establish any other offices that may be required to conduct the business of the Society. The Board of Directors may at any time change the location of any of these offices.
Article III — Activities of the Society
With the approval of the Board of Directors, and under the general supervision of the Board, the Society, through its Executive Director and staff, will engage in activities that are consistent with its status as a not-for-profit organization. The methodologies and procedures related to these activities shall be carried out in accordance with the practices of a not-for-profit organization and any surpluses generated from such activities will be used in ways that will accrue to the public good. Examples of such activities, consistent with the general purpose of the Society, include:
1. Scientific and educational meetings.
Scientific and educational meetings of the Society may be a major activity of the Society and may be held at any location determined by the Board of Directors. These meetings may consist of:
activities that provide for effective exchanges of plans, information, analysis, results, ideas, and other activities among its scientific and amateur members;
activities that provide for effective exchange of ideas among educators as well as the education of the general public; and
activities that are designed to increase the public’s awareness and appreciation of astronomy.
2. Scientific and educational publications.
Papers, manuscripts, conference proceedings, and reports of other similar activities may be published by the Society. These publications shall be subject to the approval of an appropriate committee or a committee designee, as determined by the Board of Directors.
3. Sale of scientific and educational items and materials.
With the approval of the Board of Directors, the Society may engage in the sale of scientific and educational items and related materials. The Society may license such activities to other organizations that may act on behalf of the Society.
4. Sponsorship of lectures.
The Society may sponsor lectures, seminars, and other related activities on subjects consistent with, or appropriate to, its objectives.
Article IV — Types of Membership
The Society shall consist of individual members (Patrons and Active members), and Institutional members.
1. Individual members
1a. Individuals who render distinguished service to the Society may be designated as Patrons of the Society. The consenting votes of eight members of the Board of Directors shall be necessary for election to the status of Patron. Such election shall carry life membership in the Society. Patrons shall not be required to pay annual dues to the Society following their election.
1b. Active members shall consist of individuals who shall have paid dues as hereinafter provided.
1c. Among other rights of membership, individual members may vote for Directors, and vote on amendments to those provisions of the Bylaws that materially and adversely affect their voting rights. Fifteen percent of the individual memberships then in effect shall constitute a quorum. Every decision or act made or done by a majority of individual members present and voting at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation of this corporation, or these Bylaws require a greater number. Any action required or permitted to be taken by individual members at a meeting may be submitted for a vote by written ballot without a meeting.
2. Institutional members
2a. Institutions such as observatories, libraries, institutions of learning, amateur clubs, and similar organizations may become institutional members under terms and conditions designated by the Board of Directors. Such members shall pay dues as determined by the Board of Directors and shall receive those informational mailings of the Society which are sent to active members, with any exceptions being jointly agreed upon by both the Society and the particular Institutional member.
2b. Institutional members shall not have voting rights.
Article V — The Board of Directors and its Officers, Board Committees, the Staff of the Society and their Meetings
Two principal groups conduct the business and professional activities of the Society:
The Board of Directors of the Society and its Officers (the President, Vice-President, Secretary, and Treasurer), which exercise all corporate powers of the Society and determine its policies and procedures; and
The Staff of the Society consisting of its salaried employees including the Editors, headed by the Executive Director, which is responsible for carrying out those policies and procedures, and for the daily operations of the Society.
An Executive Committee, which advises and assists the Executive Director and is empowered to make decisions on issues that require immediate action.
2. The Board of Directors
2a. The governance of the Society shall be the principal responsibility of ten elected and up to six appointed Directors, each serving a three-year term.
(1) Nine of the Directors will be elected by the membership through a mailed ballot assembled by a Nominating Committee.
(2) A tenth Director will be elected by the membership from among the community of amateur astronomers. The tenth Director of the Board shall be elected by separate ballot from nominees selected by one or more nationally or internationally-based amateur astronomy organizations chosen by the Board of Directors. The term of this amateur astronomy representative shall be compatible with that of other Board members.
(3) In order to give the Board a mechanism for acquiring members with specific (e.g., business) expertise or to address imbalances of representation, the remaining (not to exceed six) Directors shall be selected by the other members of the Board. The term of these appointed members shall be compatible with that of other Board members.
(4) No salaried employee of the Society can be a member of the Board of Directors, and no Board member may vote on any issue in which he or she has a material financial interest in a transaction to which the Society is a party.
2b. The term of office of each Director shall be three years, staggered in time so that Directors are elected or appointed each year to replace those who retire. The term of office of each Director shall be limited to two consecutive terms; subsequent nomination or appointment shall be permitted after the lapse of a period of three years. The term of office of each Director shall begin on September 1 of the year of the election, which is usually held in the Spring.
2c. The Board of Directors is responsible for establishing the overall policies concerning the affairs and business of the Society. It is responsible for appointing the Executive Director who serves at the pleasure of the Board.
2d. The Board of Directors can establish record dates to determine which members have the right to notice of meetings, the right to receive a mailed ballot, and the right to attend a meeting.
2e. The Board of Directors may take actions related to issues of indemnification of, and business-related insurance for, Board members and Society staff.
2f. The resignation of any Board member must be by a signed letter to the President with a copy to the Executive Director. Any vacancy in the Board of Directors resulting from death, incapacity, resignation, removal, or otherwise, shall be filled through a majority vote of the remaining Directors then in office. New Directors selected by this process will serve out the remaining term in office and will be eligible for regular election. If later elected by the membership, the remaining time in office prior to such election by the membership will not be counted against any future elected term of office.
3. Meetings of the Board of Directors
3a. The Directors shall hold a meeting (hereafter called the budget meeting) near the beginning of the fiscal year at Society headquarters or at some other location designated by the President. Notification of the date and place of this meeting will normally be given at least three months, but in any event at least seven days, prior to the meeting.
3b. At the budget meeting the Board of Directors shall review and, if acceptable, formally approve, by majority vote, the budget for the fiscal year, prepared by, and presented to the Board by the Executive Director. At that meeting the Board will determine the salary of the Executive Director. The Board will also review and, if acceptable, approve the salary budget and benefits of the other salaried employees of the Society, upon the recommendation of the Executive Director.
3c. A meeting of the Board of Directors shall be held each year during or near the time of the annual membership meeting, or at some other date and place as may be designated by the President, with notification made to the participants at least three months prior to the meeting.
3d. Additional meetings of the Board may be held at any time and place, upon call of the President. Notice of not less than seven days shall be given of the time and place of such additional meetings of the Board of Directors.
3e. The Board shall conduct its business in person, or by such other means that permit immediate oral communication among all participants. At all such meetings of the Board, at least half of the Directors then in office must be participating in direct communication to establish a quorum for valid transaction of business.
3f. The Board may also vote on specific motions by mail or other written means, provided that each Director so voting affirms that they have received sufficient relevant information. The motions must identify the mover and seconder. Such motions will be considered to be approved only if all of the Directors then in office vote in favor.
4. The Officers of the Society — The President, Vice-President, Secretary, and Treasurer
4a. At the time of the budget meeting the Board shall, every second year, elect a Vice-President from among those who are currently members of the Board, who will take office at the end of that meeting. At the end of the first year in office, the Vice-President shall also become President-elect, and shall take office as President at the end of the second year in office. The term of office of the President is two years. The new President and the new Vice-President shall assume their duties at the end of the budget meeting.
4b. The President shall be ineligible for reelection until a successor has served at least one term as President. The President shall preside at all meetings of the Directors. In the absence or disability of the President, the Vice-President shall perform all duties of the President.
4c. In addition to the elected Board of twelve Directors, the outgoing President of the Society, if not elected a continuing member of the Board, shall serve as a non-voting advisor to the Board of Directors for one year from the expiration of the term of office as President.
4d. If the President, Vice-President, Secretary, or Treasurer are currently elected or appointed members of the Board, they may vote, but if their elected or appointed terms have expired, they may not vote, with the exception that the presiding officer may vote to break a tie.
4e. The Secretary and the Treasurer are elected by the Board and serve at the pleasure of the Board, normally for three-year terms, which are renewable. They are not voting members of the Board unless they are elected by the membership, as individuals, to the Board, or fill one of the Board-appointed seats. They may participate in the discussion of any matter before the Board. One person may be elected Secretary-Treasurer. The terms of the Secretary and the Treasurer will begin at the end of the annual membership meeting.
5. Board Committees
5a. Executive Committee
The Executive Committee of the Society is composed of the President, Vice-President, Secretary, and Treasurer, and up to two other members of the Board as may be designated by a majority vote during a Board meeting, provided that at all times the Executive Committee shall contain at least two members of the Board of Directors. The Executive Committee is chaired by the President and will advise and assist the Executive Director. The Executive Committee will interpret Board policy and be empowered on behalf of the Board to make decisions on issues that require immediate action as long as a majority of the Board members on the Executive Committee vote in favor of such a decision. The Executive Committee may meet by means of any conferencing method in which all participants in the meeting may be heard by the others and have a full opportunity to assess the issues involved and to make their views known prior to any decision of the Executive Committee. The Executive Committee will keep the Board informed of its activities, and any actions that it may take must be presented to, and ratified by, the Board at its next meeting. Any action which is not ratified shall continue to be effective to the extent it has been relied upon by a third party.
5b. Audit Committee
The Audit Committee is composed of five ASP members in good standing except that neither staff members nor any members with a material financial interest in any entity doing business with the ASP may serve on the Audit Committee. Audit Committee members are designated by a majority vote of the Board. One of the five Audit Committee members is designated by a majority vote of the Board as the Chair. The Chair may not be a member of the Executive Committee. No more than two members of the Audit Committee may be members of the Executive Committee. The duties of the Audit Committee shall include: (1) shall recommend to the Board of Directors the retention and termination of the ASPs independent auditor, (2) may negotiate the compensation of the auditor on behalf of the board, (3) shall confer with the auditor to satisfy the committee members that the financial affairs of the ASP are in order, (4) shall review and determine whether to accept the audit, and (5) shall approve performance of any non-audit services to be provided by the auditing firm.
6. Nominations and Ballots
6a. The Directors shall be elected by mail ballot sent to all members of the Society entitled to vote. Elections will be held in the spring of each year and the results of the election will be announced at the first annual membership meeting of the Society following the election.
6b. The composition of the ballot shall be the responsibility of the Secretary, guided by the recommendation of a four-member Nominating Committee, three of whom are to be appointed by the Board. Each such member of the Nominating Committee will serve for a three-year term, with the terms to be staggered so that one member is appointed each year to take the place of a retiring member. The Chair of the Nominating Committee shall be that member with the longest term of service on that committee. The fourth member of the Nominating Committee shall be the immediate past President of the Society who will act as an ex-officio member of the Nominating Committee and who will serve until there is a new immediate past President. The Secretary may delegate to the Executive Director the tasks of ballot distribution and tabulation.
6c. Additional nominations may be made in writing by any Active member or Patron of the Society, provided such a nomination is signed by at least 25 Active members or Patrons and is accompanied by a written declaration of the nominee’s willingness to serve. The Secretary of the Society must receive such nominations at least three months prior to the date of the election. The ballot will indicate whether each candidate was nominated by the Nominating Committee or by petition.
Article VI – Duties of the Officers of the Society
Amended March 2006
1. The President shall preside at all meetings of the Board of Directors, and of the Executive Committee. In the absence or disability of the President, the Vice-President shall perform all duties of the President. The President, in consultation with the Board, shall fill by appointment the membership of all such standing committees of the Society as the Board shall name. All appointments, unless otherwise provided, shall be for one year or until the successor of the appointee is elected or appointed. The President shall have the authority to fill by interim appointment any memberships that require attention prior to the next meeting of the Board at which any interim appointments must be ratified. The President is, ex-officio, a member of all committees of the Board of Directors except the nominating committee. In the event that the President is retired from the Board of Directors during the two-year term of office, the Vice-President shall continue to serve in that capacity until the two-year tenure is complete.
2. The Secretary shall be responsible for the records of the Society. The Secretary shall give timely notice of the time and place of meetings, and shall keep a neat and accurate record of all orders and proceedings of the Society and of the Board of Directors. It shall be the duty of the Secretary to prepare an accurate summary of the transactions of the Society at each of its meetings in a form that will provide an historical record of Society activities. The Secretary is also responsible for assuring that duplicate records of the Society are maintained at Society headquarters, primarily to avoid permanent loss and, secondarily, to maintain a proper historical archive. The Secretary may delegate to the Executive Director, subject to approval by the Board of Directors, any of the above duties.
3. While the overall financial health of the Society is a responsibility of the Board, the Treasurer shall generally be responsible for the financial affairs of the Society, acting on behalf, and with the concurrence, of the Board of Directors. The Treasurer shall oversee all duties customary to that office and shall cause to be maintained and monitored procedures to assure that all dues, donations, and bequests, together with any and all other funds belonging to the Society, shall be received and deposited in appropriate financial institutions, to the credit of the Society. The Treasurer shall present a financial summary of investment assets at the annual membership meeting of the Society. The Treasurer is responsible for monitoring policies and procedures approved by the Board within which the Executive Director and his/her staff may carry out some of the day-to-day financial operations of the Society. The Treasurer shall be a member of any committee established by the board to oversee investments. The Treasurer shall give such bond as may be judged advisable by the Board of Directors. The costs of any bond or professional financial audit shall be borne by the Society.
4. The Executive Director is the chief operations officer for the Society and is responsible for the operation of the headquarters of the Society and its staff. The Executive Director is responsible for managing the affairs and business of the Society, for reporting to the Board with respect to the operations, affairs, and business of the Society and for carrying out the policies and implementing the procedures determined by the Board of Directors.
Article VII — Dues
Active members shall pay, in advance, annual dues appropriate to their class of membership in an amount to be determined by the Board of Directors. The Board of Directors determines various classes of membership and may allow a reduction in dues to certain classes of members such as senior citizens or students. Nonpayment of dues after notification in writing of their delinquency shall be grounds for cancellation of membership at the discretion of the Board of Directors.
Article VIII — Meetings of the Society
There are several types of Society meetings. They include meetings of the Board of Directors, meetings at which the Board reports to the membership, scientific and educational meetings, and specialized committee meetings of the membership and the Board, and special meetings called by the President, the Board, or the membership.
1. The Board of Directors shall meet at least twice annually, near the beginning of the fiscal year (the budget meeting) for purposes that include budget approval, and at or near the time of the annual membership meeting of the Society. The Board may meet at other times as required.
2. An open meeting for the members of the Society (the annual membership meeting) shall be held annually at a time and place designated by the Board. The President shall cause notice of this open meeting to be distributed to all active voting members of the Society at least 30 and not more than 90 days prior to the meeting. The open meeting of the Society shall normally be scheduled to coincide with a scientific or educational meeting, but it may meet at some other time, date, and place as may be designated by the President. The open meeting will have as agenda items a report to the membership that will include recent actions taken by the Board of Directors, the results of the election, the results of the most recent financial audit and a financial report given by the Treasurer, and may include a presentation and discussion of any other items or issues that the Board would like to discuss with the membership. The open meeting affords the membership an opportunity to suggest topics that the Board of Directors may wish to discuss at a future meeting.
3. Special meetings of the members of the Society may be called by the President, or in the absence or disability of both the President and the Vice-President, then by the Secretary. The purpose of any such meeting shall be stated in the notice calling the same, which notice of the time and place shall be mailed to each member entitled to vote not less than 20 nor more than 90 days prior to the date of such meeting.
4. A Special meeting of the members of the Society may be called by written petition to the President of the Society, with copy to the Executive Director, signed by a signatory and at least five percent of those members of the Society entitled to vote. The purpose of any such meeting shall be clearly stated in the petition notice. If the President does not respond to the petition to the satisfaction of the signatory or by calling the meeting within a month of receipt of the petition to address the concerns of the petition, the signatory of the petition can do so at the expense of the Society. It shall then be incumbent on the Executive Director to work with the signatory to mail a notice to each member entitled to vote, in which the purpose of the meeting is described. The notice should announce the time and place of the meeting, and should be sent not less than 20 days prior to the date of such meeting. Should the meeting lead to a vote to be taken by the membership on an issue not originating within the Board of Directors, this vote must be by mail ballot and approval of two-thirds of those members voting will be required to effect change.
5. There shall be no voting by proxy at any meetings of the Society, with the exception of gaining consensus at internal meetings of committees approved by the Board or as required by the terms of bequests accepted by the Society.
Article IX — Publications of the Society
1. All active members shall receive regular periodic publications of the Society free of additional charge as determined by the Board for the class of membership.
2. Observatories, academies of science, astronomical societies, institutions of learning, and similar organizations may be designated Corresponding Institutions or Subscribers and shall receive the publications of the Society in exchange or otherwise, on such terms and conditions as may be directed from time to time by the Board of Directors. At its discretion the Board of Directors, by majority vote, may withdraw such designations of any organization at any time.
Article X — Adverse Actions
The Directors, in case any circumstances shall arise that are likely to endanger the harmony, welfare, or good order of the Society, may suspend or expel a member of the Society after due process has taken place. If charges are brought against a member or members, such charges shall be examined on a member-by-member basis, and the accused, having received personal notice of such proceedings, shall have the opportunity of being heard by the Board of Directors to learn the source of the charges and to have an opportunity to defend their actions. The Board may suspend a member if a majority of the Board votes to do so; expulsion of a member requires a two-thirds vote of the Board members present at a legally constituted meeting.
Article XI — Amendments of the Bylaws
The Bylaws of the Society may be amended, repealed, or new Bylaws adopted at any time by the affirmative vote of nine members of the Board of Directors at any meeting thereof, except when changes to the Bylaws would materially and adversely affect the voting rights of the membership, in which case a vote of two-thirds of those members of the Society voting in favor by written ballot will be required to effect such changes.
Article XII — Society Affiliates
1. Other astronomical societies may become affiliates of the Society upon such terms and for such periods of time as may be determined by the Board of Directors.
2. Such affiliations shall be authorized by the Board of Directors with the affirmative vote of at least eight members of the Board. The Board of Directors may terminate at any time the affiliation of any such organization, also by the affirmative vote of at least eight members of the Board.
Article XIII — Association with other Societies
The Society may, by a majority vote of its Directors, elect to join associations of scientific societies and may, by like vote, elect to discontinue such associations.
Article XIV — The Not-For-Profit Status of the Society, its Assets, and Termination Procedures
This corporation is not organized, nor shall it be operated, for pecuniary gain or profit, and it does not contemplate the distribution of gains, surpluses, or dividends to the members thereof, and is organized solely for nonprofit purposes. The property, assets, and any surpluses of this corporation are irrevocably dedicated to scientific, educational, or related purposes meeting requirements for exemption provided by Section 214.01 of the Revenue and Taxation Code, and no part of the profits or net income of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private individual or groups of individuals. Upon the dissolution or termination of this corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for scientific, educational, or related purposes and which has established its tax exempt status under section 23701d of the Revenue and Taxation Code and/or Section 501(c)(3) of the Internal Revenue Code. If this corporation holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which this corporation’s principal office is located, upon petition therefore by the Attorney General or by any person concerned in the liquidation.