BYLAWS OF MAGIC VALLEY ASTRONOMICAL SOCIETY, INC.
(A Not For Profit Corporation)
This 501(c)(3) not for profit corporation was formed for educational,
benevolent and social and aesthetic purposes which include, but are not limited
to, studying the science of astronomy and educating the public therein.
Article I. -- MEMBERS
Section 1. Classification of Members.
There shall be four classifications of members of the Society:
(1) Family Membership - single individuals and their immediate family;
(2) Student Membership - single individual who must be a current
student of a local school district, or any college;
(3) Premier Membership - to honor individuals and their families for
donations that exceed the regular family membership amount.
(4) Honorary Membership - extended to individuals and their
immediate family for special service to the club;
Section 2. Eligibility of Memberships.
To be eligible for regular membership, a person must be interested in the
purposes for which the Society has been formed and be approved by the
Membership committee. Such a person becomes a member upon payment of dues.
Section 3. Dues.
Family, and Student membership dues shall be fixed from time to time by the
Board of Directors. The Premier membership can pay any amount greater than a
family membership. A membership in the association entitles the member to at
least the general Magic Valley Astronomical Society, Inc. publications.
The memberships are not transferable.
Section 4. Termination of Memberships.
A membership shall terminate upon the death or resignation of the member, upon
his or her expulsion by a two-thirds (2/3) vote of a quorum of the Board of
Directors, or upon failure to pay annual dues. A member may be expelled by the
Board of Directors for conduct, which the Board shall deem contrary to the best
interests of the Society. All rights of a member in the Society or its property
shall cease upon termination of membership.
Section 5. Annual Meeting of Members.
Annual meeting of the members (who are in good standing) of this corporation
shall be held on a date in the last quarter of each year, starting with the
year 1999, at a time and place to be decided by the Board of Directors. Notice
of the annual meeting shall be given to the members by electronic mail,
conventional mail or personal delivery of such notice of meeting, which if
mailed shall be mailed at least ten (10) days but not more than fifty (50) days
before the date of the meeting.
Section 6. Voting Record.
The officer of agent having charge of the membership books for memberships of
the Society shall make a complete and current record of the members entitled to
vote at each meeting of members or any adjournment thereof. Such record shall
be available at the time and place of the meeting and shall be subject to the
inspection of any member during the whole time of the meeting for the purpose
Section 7. Quorum.
One-third (1/3) of the regular members entitled to vote at any annual or
special meeting, including at least one Officer or Director, shall constitute a
quorum at a meeting of members.
Section 8. Proxies.
At all meetings of members, a member may vote in person or by proxy executed in
writing by the member or by his or her duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Society before or at the time of
the meeting. No proxy shall be valid after eleven (11) months form the date of
its execution, unless otherwise provided in the proxy.
Section 9. Voting.
Only members in good standing shall have voting rights. Each regular member of
student member in good standing shall be entitled to vote at any meeting of
members. Each family membership shall be entitled to two votes.
Section 10. Non-Authorization.
No member is authorized to hold himself or herself as representing this
organization unless he or she is previously authorized to do so in writing
signed by the then existing directors.
ARTICLE II. -- OFFICERS
Section 1. Number.
The officers of the Society shall be a President, a Vice-President, a Secretary
and a Treasurer, each of whom shall be elected by the membership. All
additional Officers and Chairmen of committees may be appointed by the
elected Officers at the annual meeting of the Officers, or any time thereafter.
Section 2. Election and Term of Office.
The officers shall be elected at each annual meeting of the membership.
Candidates shall be certified for election by the Board of Directors. The list
of nominees and a Voting ballot shall be electronically or conventionally
mailed or personally delivered to the member at least ten (10) days before the
The ballot may be returned to the Secretary either personally at the annual
meeting, or via email or the U.S. Mail prior to the annual meeting of the
membership. Ballots shall be counted an election results determined at the
annual meeting of the membership. Each officer shall hold office until his or
her successor shall have been duly elected and shall have qualified or until
his or her death or until he or she shall resign or shall be removed in the
manner hereinafter provided.
Section 3. Removal.
Any officer or agent may be removed by a majority of the Board of Directors
whenever in its judgment, the best interest of the Society, will be served
thereby, but such removal shall be without prejudice to the contract right, if
any of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 5. President.
The president shall be the principal executive officer of the Society, and,
Subject to the control of the Board of Directors, shall in general supervise
and control all the business affairs of the Corporation. He or she shall, when
present, preside at all meetings of the Members and of the Board of Directors.
He or she may sign, with the Treasurer or any other proper officer of the
Society thereunto authorized by the Board of Directors, certificates of
membership of the society's, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases when the signing and execution thereof shall be expressly delegated by
the Board of Directors of by these Bylaws to some other officer or agent of the
Society, or shall be required by law to be otherwise signed or executed; and in
general shall perform all duties incident to the office of President and such
duties as may be prescribed by the Board of Directors from time to time except
and unless the Board of Directors has delegated such duties to another officer
Section 6. Vice-President.
In the absence of the President or in event of his death, inability or refusal
to act, the Vice-President shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice- President may sign, with the Secretary,
certificate of membership of the Society and shall perform such other duties
from time to time as may be assigned him or her by the President or by the
Board of Directors.
Section 7. Secretary.
The Secretary shall:
(a) keep the minutes of the proceedings of the Members and of the Board of
Directors in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these Bylaws or as required by law;
(c) be custodian of the Corporation records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents with the
execution of which on behalf of the Corporation under its seal is duly
(d) keep a register of the email and post office address of each member;
(e) sign with the President, or Vice-President, certificates of membership of
the Society, the issuance of which shall have been authorized by resolution of
the board of Directors;
(f) in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him or her by the President
or by the Board of Directors.
Section 8. Treasurer.
The Treasurer shall:
(a) maintain an accounting of funds belonging to the Society, receive and
disperse Society funds as directed by the Board of Directors, and make a
financial report at the annual meeting of the membership and at each meeting of
the Board of Directors;
(b) in general perform all the duty incident to the office of Treasury and such
other duties as from time to time may be assigned to him or her by the
President or the Board of Directors.
Section 9. Other Officers or Chairs
These duties may be held by officers, or other members, and may or may not
actually be assigned based on the decision of the board. A single person may
hold more than one of these offices.
A. Newsletter Editor.
The Newsletter Editor shall;
(a) publish and distribute the Magic Valley Astronomical Society publications;
(b) perform such other duties from time to time may be assigned by the
President or by the Board of Directors.
The Officer-at-Large shall perform such duties as from
time to time may be assigned by the President or by the Board of Directors. The
Observatory Coordinator may fill this position.
C. Past President.
The Past President shall perform such other duties as from
time to time may be assigned by the President or by the Board of Directors.
This position also serves as as an officer on the Board of Directors.
D. Educational liaison.
The Educational Liaison shall:
(a) serve as the official contact person between the area schools and the Magic
Valley Astronomical Society;
(b) shall organize joint school/MVAS events; (c) perform such other duties as
from time to time may be assigned by the President of Board of Directors.
E. Publicity Chairman.
The Publicity Chairman shall:
(a) serve as the official contact person between the news media and the Magic
Valley Astronomical Society;
(b) produce and distribute all news releases and bulletins with regards to all
functions of the Magic Valley Astronomical Society;
(c) perform such other duties ad from time to time may be assigned by the
President or by the Board of Directors.
The official representative (Astronomical League correspondent) to
serve as the official contact person between the Astronomical League and the
Magic Valley Astronomical Society;
G. Star Party Chairman.
The Star Party Chairman shall:
(a) coordinate all star parties that the Magic Valley Astronomical Society
schedules during the year;
(b) perform such other duties at from time to time may be assigned by the
President or the Board of Directors.
Section 10. Compensation of Officers.
Officers shall receive no compensation for their services, but may receive
reimbursement for expenses as may be fixed by resolution of the Board of
Directors, from to time.
Section 1. Authority of the Board of Directors.
The business of the Society shall be managed by the Board of Directors.
Section 2. Eligibility and Number of Board Members.
There shall be five (5) members of the board. The Board shall be comprised of
elected officers of the Society: President, Vice President, Secretary,
Treasurer, and the past president.
Section 3. Annual meeting of the Board.
The annual meeting of the Board of Directors shall be held within two weeks
following the annual meeting of the membership of the Society.
Section 4. Special meeting of the Board.
Special meetings of the Board of Directors may be called by the President or a
majority of the Board of Directors.
Section 5. Quorum.
Two-thirds three fifths (3/5) of the authorized number of Directors shall be
necessary to constitute a quorum for the transaction of business.
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. shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.
CONTRACT, LOANS, CHECKS and DEPOSITS
Sections 1. Contracts.
The board of Directors may authorize any officer, or officers, agent or agents
to enter into any contract or execute and deliver any instrument in the name of
and on behalf on the Corporation, and such authority may be general or confined
to specific instances.
Section 2. Loans.
No loans shall be construed on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority maybe granted or confined to specific
Section 3. Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money, notes or evidence
of indebtedness issued in the name of the Corporation shall be signed by such
officer or officers, agent or agents, of the Corporation and such manner as
shall from time to time be determined by resolution of the Board of Director.
Section 4. Deposits.
All funds of the Corporation not otherwise employed shall be deposited as soon
as possible to the credit of the Corporation in such Banks, trust companies or
other depositories as the Board of Directors may select.
Section 1. Execution of Documents.
All bills payable, notes, checks, drafts, warrants, other negotiable
instruments or contracts of any kind of the Corporation shall be made in the
name of the Corporation and shall be signed by the President or the Vice
President and the Treasurer and as the Board of Directors from time to time by
No officer or agent of the Corporation, either singularly or jointly with
others, shall have the power to make any bill payable, note check, draft, or
warrant or other negotiable instrument or endorse the same on the name of the
corporation, or contract or cause to be contracted any debt or liability in the
name or on behalf of the corporation except as herein expressly prescribed and
Section 2. Notices.
Any notice of a director's meeting or member's meeting must be set forth the
time, place and purpose(s) of such meeting. Where possible, members business
should be taken care of during the regularly scheduled monthly meeting. If this
is not possible, at least ten days notice is required. Emergency officers
meetings can be held on short notice, as long as all officers are notified.
Section 3. Inspection of Bylaws.
The Corporation shall keep in its principal office the original or a copy of
these Bylaws, as amended or otherwise altered to, certified by the secretary,
which shall be open to inspection by a current member at all reasonable hours
during the office hours. The Bylaws shall also be available on the
corporation's web site.
Section 4. Committees.
(a) The Board of Directors may, by resolution, appoint committees, members of
committees, and chairpersons of committees.
(b)Committees shall have duties as set out in Board resolution creating said
Section 5. Fiscal Year.
The fiscal year shall commence of January first of each year, and terminate on
December thirty-first of the same year.
Section 6. Amendment.
These Bylaws may be amended by a four fifths (4/5) vote of the
Board of Directors provided that the regular membership may override such vote
with a two-thirds vote of members present at the next regular scheduled meeting
or any special meeting called for such purpose after notice of the proposed
amendment has been given in writing as set forth, at least ten (10) days before
the meeting. Said amendment shall be voted on and include a copy of the
Section 7. Corporate Seal.
The corporate seal of the Corporation shall be as set forth on the impression
thereof set forth herein.
Section 8. Waiver of Notice.
Whenever any notice is required to be given to any member or director of the
Corporation under provision of the statutes of the State of Idaho or the
provision of these Bylaws, a waiver thereof in writing by the persons entitled
to such notice whether before or after the time stated therein shall be
equivalent to the give of such notice.
The original bylaws were duly adopted by the Board of Directors at the their
first meeting go the 7th day of October 1999, at which a quorum of the
Directors were present, on motion duly made, seconded and unanimously adopted.
Dated this 7th day of October, 1999
I hereby certify that the foregoing bylaws were duly amended by the Board of
Directors on ?? October, 2007 at which a quorum of the Directors were present, on
motion duly made, seconded and unanimously adopted. And approved at the annual
business meeting on November 10th, 2007.
Dated this 10th day of November, 2007