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
I -- Name and Purpose
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.
II -- Offices of the Society
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.
III -- Activities of the Society
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:
Scientific and educational meetings.
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:
provide for effective exchanges of plans, information, analysis,
results, ideas, and other activities among its scientific and amateur
provide for effective exchange of ideas among educators as well
as the education of the general public; and
are designed to increase the public's awareness and appreciation
Scientific and educational publications.
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.
Sale of scientific and educational items and materials.
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.
Sponsorship of lectures.
Society may sponsor lectures, seminars, and other related activities
on subjects consistent with, or appropriate to, its objectives.
IV -- Types of Membership
Society shall consist of individual members (Patrons and Active
members), and Institutional members.
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.
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.
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.
Institutional members shall not have voting rights.
V -- The Board of Directors and its Officers, Board Committees,
the Staff of the Society and their Meetings
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.
The Board of Directors
The governance of the Society shall be the principal responsibility
of ten elected and up to six appointed Directors, each serving a three-year
(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.
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.
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.
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.
The Board of Directors may take actions related to issues of indemnification
of, and business-related insurance for, Board members and Society
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.
Meetings of the Board of Directors
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.
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.
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.
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.
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.
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.
The Officers of the Society -- The President, Vice-President, Secretary,
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.
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
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.
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.
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
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.
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 ASP’s 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.
Nominations and Ballots
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
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.
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.
VI - Duties of the Officers of the Society
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.
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.
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.
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.
VII -- Dues
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
VIII -- Meetings of the Society
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.
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
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.
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.
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
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.
IX -- Publications of the Society
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.
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.
X -- Adverse Actions
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.
XI -- Amendments of the Bylaws
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.
XII -- Society Affiliates
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.
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.
XIII -- Association with other Societies
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.
XIV -- The Not-For-Profit Status of the Society, its Assets, and
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.