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By-Laws

QUAD CITIES ASTRONOMICAL SOCIETY BY-LAWS

ARTICLE I

Name

This organization shall be known as the Quad Cities Astronomical Society. It shall be referred to herein as the Society.

ARTICLE II

Objectives

The Objectives of the Society shall be to secure the pleasures and benefits of an association of persons interested in amateur astronomy; to promote astronomical work and craftsmanship in its various fields; to encourage education and coordinate amateur activities in astronomy and to act as interpreter of astronomical developments and events to the public.

ARTICLE III

Membership and Dues

Section 1. Active Member Classifications:

A... Individual Members - Any person who subscribes to the objectives of the Society shall be eligible for membership and may be admitted for active membership upon written application to the Secretary and payment of dues.

B... Family Group Members - Husband, Wife and Children shall be eligible for Family Group Membership. Family Group Membership application shall be made as stated in Section A.

Section 2.  Honorary Members:  Any person who has made an outstanding contribution to the objectives of the Society may be elected as an Honorary Member upon recommendation of the Board of Directors and the unanimous vote of the membership present and voting at the Annual Dinner Meeting.  Honorary Members shall be exempt from annual dues, but shall be entitled to all the privileges of active membership.

Section 3.  Dues:  The amount of the Society's annual dues shall be recommended by the Board of Directors to the membership at the Annual Dinner Meeting.  Approval shall require consent of two-thirds of the members present and voting and shall be due and payable January 1st.  New members' dues paid during the last quarter of the calendar year shall be considered paid for the following year.

Section .4. Delinquent Members:  Non-payment of annual dues by March 31st shall constitute suspension of membership--the Treasurer having so advised the Board of Directors and the delinquent member in writing at least two weeks before that date.

Section 5. Expelling Members: Any member may be expelled for cause by a two-thirds majority of a quorum at a regular meeting, a fair opportunity first having been furnished the accused for a hearing in his defense before a meeting of the Board of Directors.

ARTICLE IV

Officers and Directors

Section 1.  Officers:  The Officers shall be President, Vice President, Secretary, and Treasurer; to be elected for a term of one year.  No officer shall serve more than three consecutive terms in the same office.

Section 2. Directors:

A... Three Directors shall be elected by the membership for a term of one year. A fourth Director shall serve as Director At-Large and shall be the immediate past-President who shall serve until replaced by the next past-President or until elected to an office.

B... Should there be no immediate past-President not holding an office, the membership shall elect a Director At-Large for a term of one year, using the same procedure as election of other Directors and Officers required herein.

ARTICLE V

Duties of the Officers

Section 1.  President:  The President shall administer the operation of the Society and shall preside at all Society and Board of Directors meetings. He shall be ex-officio member of all committees except the nominating committee. He shall call extra business meetings if required, temporarily fill vacancies, appoint committees not otherwise provided for, and shell perform all other duties normally required by this office.

Section 2.  Vice President:  The Vice President shall assist the President in the discharge of his duties and preside in the absence of the President.

Section 3.  Secretary:  The Secretary shall record all Society meetings, keep the minutes of all Board of Directors Meetings, have charge of all Society papers, keep such records, make such reports, disperse all membership information and perform other such duties as are incidental to the office.

Section 4.  Treasurer:  The Treasurer shall keep an accurate account of all financial transactions of the Society, shall receive and disperse all moneys, shall send Society dues annually to the Astronomical League Treasurer, shall pay all bills justly accrued by the Society and shall otherwise administer the financial accounts of the Society.  The Treasurer's accounts shall be audited at the end of each year by a member selected by the Board of Directors.

ARTICLE VI

Executive Committee and Board of Directors

Section 1.  Board of Directors:  The Board of Directors shall consist of the Executive Committee, Chairmen of the Standing Committees, and the Astronomical League Correspondent.

Section 2.  Executive Committee:  The Executive Committee shall consist of the elected Officers and the four directors. This Committee shall be empowered to act in an emergency when transaction of such business by the full Board of Directors is not feasible.  Any action so taken must be reported and reviewed at the next Board at directors meeting.

Section 3.  Executive Power:  The Executive Power of the Society shall be vested in the Board of Directors which shall have charge of the affairs and funds of the Society.  The Board of Directors shall have the power and authority to perform all acts and functions related to the transaction of Society business in accordance with these By-Laws.

ARTICLE VII

Committees

Section 1.  Standing Committees:  The Standing Committees shall be:  Nominating, Facilities, Public Relations, and others so designated by the President and approved by the Board of Directors.  Chairmen of these committees shall be appointed by the President and approved by the Board of Directors.  The term of office for all committee chairpersons shall be indefinite or until they are removed at their request or by a two-thirds majority of the Board of Directors.  Before a committee chairperson is forcibly removed by the Board of Directors they shall be given a thirty (30) day notice of intent and be provided a hearing before the Board of Directors where all issues shall be presented and discussed.

A... Nominating Committee - The Nominating Committee shall consist of an appointed Chairman and up to two committee members.  Duties - The Nominating Committee shall prepare a slate of nominees for officers and directors, such slate to be mailed to the membership two weeks in advance of the Society's Annual Dinner Meeting. Should a vacancy occur among the members of the Nominating Committee, it shall be the duty of the Nominating Committee Chairman to appoint someone to fill such vacancy.

B... Facilities - The Facilities Committee shall consist of one (1) chairperson appointed by the Board of Directors and any committee members chosen by the chairperson and approved by the Board of Directors. The duties of the Facilities Committee shall be to oversee any construction at the Society observatory sites, ensure that maintenance is performed in a timely manner and provide status reports on activities and projects at said sites.

Section 2.  Special Committees:  Special Committees shall consist of all committees other than the Executive Committee and the Standing Committees.  Such Committees shall be appointed by the President with approval of the Board of Directors.  Special Committee Chairmen may appoint additional members to assist them at their discretion.  Members of these Committees shall attend Board of Directors meetings when requested to do so by the President, and shall have a voice but no vote in the transaction of Board of Directors business.  Replacement or removal of committee chairmen can similarly be made at the discretion of the President with the approval of the Board of Directors.

ARTICLE VIII

Administrative Year

The administrative year shall begin following elections at the Annual Dinner Meeting and end at the Annual Dinner Meeting the following year.

ARTICLE IX

Meetings

Section 1.  Society Meetings

A... There shall be at least nine regular Society meetings scheduled each year to transact necessary Society business.

B... The Annual Dinner Meeting of the Society shall be held in October; officers shall be elected at this meeting.

Section 2.  Board of Directors Meetings

A... Board of Directors Meetings shall be held at least quarterly during the year to transact Society business and prepare recommendations for presentation to the membership at Society meetings.

B... Special Board of Directors meetings may be called by the President or at the request of five members of the Board of Directors.

C... Board of Directors meetings shall be open to all Society members in good standing, who shall be entitled to a voice but no vote.

ARTICLE X

Elections

A.  The Officers and Directors shall be elected at the Annual Dinner Meeting from a slate of nominees presented by the Nominating Committee and nominations from the floor.  Election, when two or more candidates are nominated for the same office, shall require a secret ballot to be tallied by the Chairman of the Nominating Committee.

B. Any vacancy occurring among the Officers and Directors may be filled by ballot at any business meeting.  Such Officer or Director shall serve the remainder of the unexpired term.  This period shall not be considered part of their time-in-office for the maximum number of consecutive terms.

C. Each Individual Member is entitled to one vote.  Each Family Group Membership shall be entitled to two votes.

D. Written proxy votes shall be counted, provided they can be validated by the Membership Committee Chairman or the Treasurer before the vote is taken.

ARTICLE XI

Quorum

A. 20% of or ten (10) members having the right to vote, whichever is least, shall constitute a quorum at Society meetings held for elections, action on By-Laws, and regular Society business.

B. Six (6) members of the Board of Directors shall constitute a quorum for the transaction of business at a Board of Directors meeting.

ARTICLE XII

Fiscal Year

The fiscal year of the Society shall commence on January 1 and shall end on December 31.

ARTICLE XIII

Rules of Procedure

When not otherwise herein provided, Roberts Rules of Order Newly Revised, shall govern all procedure at the Board of Directors or Society meetings.

ARTICLE XIV

Amendments

Section 1.  Proposed Amendments to these By-Laws shall be presented to the Board of Directors for consideration and study.  Approval of the majority of the members of the Board of Directors shall be required before presentation to the Society.

Section 2.  Notice of a proposed amendment shall be given to each voting member at least 30 days prior to the date of presentation at a regular Society meeting (or Annual Dinner Meeting).

Section 3.  Adoption of an amendment shall require the approval of two-thirds of the Society members present and voting.  Written proxy votes shall be counted, provided they can be validated by the Membership Committee Chairman or the Treasurer before the vote is taken.

ARTICLE XV

Approval

These By-Laws shall become effective immediately by a two-thirds vote of consent of the Society members present and voting.

AMENDMENT I

Membership

Article III, Section 1, Paragraph A - The part that reads 'Written application to the Secretary and" shall be deleted.

Article III, Section 1, Paragraph B - The word 'application" shall be deleted.

AMENDMENT II

Officers and Directors

Article IV, Section 2,  Paragraph A - Shall read:  "The immediate past-President shall serve as Director At-Large until replaced by the next past-President or until elected to an office."

Article IV, Section 2, Paragraph B - Shall read: "Should there be no immediate past-President not holding an office, the membership shall elect a Director At-Large for a term of one year, using the same procedure as election of other Officers required herein."

Article VI, Section 1 - Shall read: "The Board shall consist of the officers and the Director At- Large".

Article VI, Section 2 - Shall be deleted.

AMENDMENT III

Committees

Article VII, Section 1 - The words "Public Relations," shall be deleted.  The words "and others" shall be changed to read: "and other special committees".

Article VII, Section 1, Paragraph A - The words "and directors" shall be changed to read: "and Director At-Large".

Article VII, Section 2 - The words "the Executive Committee and" shall be deleted.  The sentence "Members of these Committees shall attend Board of Directors meetings, when requested to do so by the President, and shall have a voice but no vote in the transaction of Board of Directors business." shall be deleted.

AMENDMENT IV

Meetings

Article IX, Section 1, Paragraph B - Shall be deleted.

Article IX, Section 2, Paragraph B - The word "five" shall be replaced by the word "three".

AMENDMENT V

Elections

Article X, Paragraph A - The words "Officers and Directors" shall read "Board".

Article X, Paragraph B - The words "Officers and Directors" shall read "Board". The words "Such Officer or Director" shall read "Such Officer(s)".

AMENDMENT VI

Quorum

Article XI, Paragraph A - The words "20% of or ten (10) members having the right to vote, whichever is least," shall read "20% of the members having the right to vote".

Article XI, Paragraph B - The words "Six (6) members of the Board of Directors" shall read "Three (3) members of the Board".

AMENDMENT VII

Article of Dissolution

Should the Society dissolve or cease to function, all remaining assets shall be donated to a Quad City college, university, or science-oriented organization under the guidance of the Board, unless the sale of equipment is required to pay off any debts.

AMENDMENT VIII

Amendments

Article XIV, Section 2 - The words "(or Annual Dinner Meeting)" shall be deleted.

Article XIV, Section 3 - Shall read "Adoption of an amendment shall require the approval of two-thirds of the society members present and voting in person or by proxy, provided the proxy votes can be validated by the Treasurer before the vote is taken."

AMENDMENT IX

All references to the words "Annual Dinner" shall read "October Membership".

AMENDMENT X

All references of the word "Chairman" or "Chairmen" shall be changed to "Chairperson" or "Chairpersons".

AMENDMENT XI

All references to the words "Board of Directors" shall read "Board'.

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Copyright 2004 Quad Cities Astronomical Society