The name of this organization is The Colorado Springs Astronomical Society, Inc., referred to hereafter as Colorado Springs Astronomical Society (CSAS). CSAS, including its executive office, is located in Colorado Springs, El Paso County, Colorado, at a place fixed by the Executive Committee. CSAS is organized as a not-for-profit, educational and scientific corporation under Section 501 (c)(3) of the Internal Revenue Code.

CSAS seeks to promote and stimulate amateur astronomy by sharing knowledge and equipment through a program of observing events, seminars, meetings, workshops, guest speakers, publications and free public demonstrations; to advance the science of astronomy and related technical fields; to cooperate with similar organizations, observatories, astronomers and other amateurs interested in astronomy; and, to raise funds, on a not-for-profit basis, to support these objectives.

Section 1: Eligibility

Membership is open to all expressing interest in amateur astronomy and supporting the objectives of CSAS.

Section 2: Categories

A. Individual – individuals who pay dues, are eligible to serve as an officer and have full club benefits.

B. Family – two or more members of the same household who pay dues, are eligible to serve as officers and have full club benefits. 1) Family memberships will cover spouses and children to age 18.

C. Lifetime – individuals who pay a single fee which entitles them to active membership in CSAS for the remainder of their life. This individual is eligible to serve as an officer and have full club benefits.
1) Only available to individuals. No lifetime family plan available.

D. Associate – do not pay dues, are not eligible to serve as an officer and have limited club benefits. The Associate category is reserved for full-time students and immediate family of Individual Members who desire to attend club events only.

Section 3: Definitions

A. Regular member – a member paying individual, family, or lifetime membership dues.

B. Active member – a regular member in attendance, in person or by proxy, at any regular meeting or 1 of the last 3 preceding CSAS meetings (including the current meeting).

Section 4: Dues

Annual dues shall be established by the Executive Committee to defray the costs of operating CSAS. If the amounts of membership dues for the next calendar year are proposed to be changed, the proposed amount shall be submitted to the membership and approved by the last regular membership meeting each calendar year. Dues for new members are payable within thirty (30) days of application. Dues are only pro-rated on or after July 1 of the year the member joins and shall be ½ of the regular rate of the category for which application is received. Annual renewal dues are payable at the first regular meeting of the calendar year and are delinquent thirty (30) days thereafter. No individual shall be denied membership because of financial hardship. The Executive Committee shall establish confidential procedures to mitigate or waive dues for cases involving financial hardship.

Section 5: Termination

Any member arrears in dues thirty (30) days after being so notified by the Treasurer shall be removed from the membership list. A member may also be terminated by majority vote at a general membership meeting after a complaint about behavior is lodged by another member. Dues will not be refunded to a terminated member unless authorized by majority vote at a general membership meeting.

Section 1: General

CSAS shall be managed by an Executive Committee consisting of five (5) elected officers (President, Vice-President, Secretary, Treasurer, and Member-At-Large). This committee shall serve as a Board of Directors for purposes of incorporation. Officers shall be Regular Members, serve without compensation, and each shall have one (1) vote on issues before the Committee. CSAS may also have other appointed officers (non-voting members of the Committee) with titles and duties as the Committee may determine. The same person may hold any number of appointed offices.

Section 2: Powers and Duties

A. President. Subject to direction of the Executive Committee, the President shall supervise and control the business and affairs of CSAS. The President shall preside at general membership meetings and Executive Committee meetings and shall appoint and dissolve committees. The President shall have such other powers and duties as may be prescribed from time to time by the Executive Committee or these Bylaws.

B. Vice-President. In the absence or disability of the President, the Vice-President shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the President. The Vice-President shall be responsible for planning the programs for general membership meetings.

C. Secretary. The Secretary shall keep, or cause to be kept, minutes of all meetings of the Executive Committee and general membership. Minutes shall state the time and place of each meeting, the names of those at Executive Committee meetings and the number attending general membership meetings, and an account of the proceedings including all votes and other significant actions. This documentation shall be kept at least seven (7) consecutive years. The Secretary shall keep the original copy of these Bylaws as amended, the original Articles of Incorporation issued by Colorado, and shall prepare, submit and retain copies of all corporate reports as required by state law.

D. Treasurer. As chief financial officer the Treasurer shall maintain, or cause to be maintained, accurate books and records of accounts of the organization. The Treasurer shall deposit money and other valuables in the name and to the credit of the organization with depositories designated by the Executive Committee and shall disburse funds to pay just demands against the organization as authorized by the Executive Committee. The Treasurer shall submit a current net worth and income statement, certified by the Audit Committee, at the Annual Meeting and shall maintain all tax records and certificates as required by state and federal law.

E. Member-At-Large. The Member-At-Large shall be the fifth voting member of the Executive Committee.

Section 3: Elections

A. Nominations. Nominations for elected officers shall be made at the regular membership, meeting prior to the Annual Meeting. Only Regular Members may nominate candidates. All Regular Members are eligible for nomination to any office or offices.

B. Elections. Elected officers shall be selected by secret ballot of members present and those voting by proxy at the Annual Meeting and shall hold office until the following annual Meeting. No candidate shall be elected to more than one (1) elected officer position. The election shall be administered and vote totals certified by a committee of at least two Regular Members appointed by the outgoing Executive Committee. Members nominated for elected office shall not serve on the Election Committee.

Section 4: Resignations and Removal

Any Executive Committee member may resign upon giving written notice to the Secretary unless the notice specifies a later time to take effect. If a resignation is to take effect at a later time, a successor shall be elected to take office when the resignation becomes effective. Members of the Executive Committee may be removed without cause if such action is approved by a simple majority at a special membership meeting.

Section 5: Filling Vacancies

A vacancy of an elected officer position by reason of resignation, grave illness, or death may be filled temporarily by the President pending a special election with the approval of the remaining members of the Executive Committee. A vacancy occurring by reason of removal from office may be filled only by special election of the membership.

The President shall appoint members of standing and special committees and shall designate (with one exception) a chairperson for each. Planning and Audit shall be the two (2) standing committees. With the Vice President as Chairperson, the Planning Committee shall arrange programs for general membership meetings. An Audit Committee of at least two (2) members, appointed prior to the end of the fiscal year, shall audit the Treasurer’s accounts at the close of the fiscal year and report its findings at the Annual Meeting. The audit report shall be approved by the membership before accounts are transferred to a newly-elected Treasurer.

Section 1: Annual Meeting

CSAS shall hold its regular Annual Meeting on the evening of the fourth Tuesday in September at a time and place designated by the Executive Committee. The purpose shall be to hear and consider reports of the Treasurer and Audit Committee and other committee chairpersons, to elect officers for the next year, and to conduct other business.

Section 2: Other Regular Meetings

Other regular meetings of the membership shall be held at least quarterly at times and places designated by the Executive Committee. The purpose of these meetings shall be to consider old and new business, receive information from the President and Executive Committee, and to engage in program activities.

Section 3: Special Meetings

The President or any three (3) other members of the Executive Committee may call a special meeting. Special business may include, but is not limited to: amendment of the bylaws; election of an officer or officers; informing the membership of timely developments affecting CSAS; and considering program actions and activities. A special meeting shall also be convened within two (2) weeks after the President receives a petition for special meeting signed by at least 10% of the Regular Members. Members shall be notified of special meetings, including statement of purpose, by either mail or telephone at least five (5) days in advance.

Section 4: Executive Committee Meetings

The Executive Committee may be convened at the President’s discretion and shall be convened if requested by three Executive Committee members. At least three members of the Executive Committee must be in attendance to conduct official business. Meetings shall normally be open to all CSAS members as observers. At the discretion of the President, or of a majority of the Committee, the Committee may go into closed session.

Section 5: Quorum

A quorum, unless defined elsewhere, shall be composed of greater than 50% of the active membership. If a quorum is not achieved, no formal business may be conducted at a regular meeting.

Section 6: Voting

Decisions by vote at all CSAS meetings shall be by simple majority of votes cast. Each Regular Member shall be entitled to one (1) vote. In the case of illness or other unavoidable absence, a member may delegate a proxy (the proxy must be a regular member of CSAS) in writing prior to the meeting. Names of all members submitting proxies shall be recorded in the minutes of the meeting.

Financial records, minutes of meetings, and corporate legal records (Articles of Incorporation, Bylaws, etc.) shall be open to inspection by any Regular Member.

Except as provided herein, the Executive Committee may authorize any officer or officers, agent or agents of CSAS to enter into any contract or execute any instrument in the name of, or on behalf of, the organization. This authority may be general or confined to specific purposes. Unless authorized by the voting membership at a regular meeting, no officer or agent shall have any power or authority to bind CSAS by any contract, or to pledge its credit, or to render liable for any purpose or to any amount in excess of $100 (one hundred US dollars).

CSAS shall use Robert’s Rules Of Order Newly Revised.

Proposed amendments to these Bylaws may be submitted by the Executive Committee or by motion of a Regular Member at any CSAS general membership meeting. Notice of proposed changes shall be announced to the membership or post to the official club listserver, announcement in the CSAS newsletter (Hypoxic Observer), and email prior to the special meeting where they are brought to a vote. Once a quorum is established, a simple majority shall be required for adoption of a proposed amendment. Unless otherwise provided for, amendments shall take effect immediately upon adoption.

Should CSAS be dissolved as a corporate entity, its assets shall be distributed to another educational and/or scientific organization qualified under Section 501(c)(3) of the Internal Revenue Code. To dissolve CSAS, three-fourth’s (3/4) of Regular Members (present or voting proxies) are needed for a quorum, and a three-fourths (3/4) majority shall be required.

May 27, 1997 – Article IV; Section 3-B; “…selected by secret ballot of members present and those voting absentee at the Annual Meeting…

May 27, 1997 – Article VI; Sections 1, 3: “A quorum is composed of members present at special meetings and absentee ballots”.

May 2000 – Article VI; Section 1: “CSAS shall hold its regular Annual Meeting on the evening of the fourth Tuesday in September…”

February 27, 2001 – Article III; Section 2 “…are pro-rated quarterly for the remainder of the calendar year.”

March 27, 2001 – Article III; Section 1 “…There shall be three categories of membership; Individual, Family and Associate. Individual Memberships are for individual who pay dues, are eligible to serve as an officer and have full club benefits. Family Memberships are for two or more members of the same household who pay dues, are eligible to serve as officers and have full club benefits. Associate Members do not pay dues, are not eligible to serve as an officer and do not have club benefits. The Associate category is reserved for full-time students and immediate family of Individual Members who desire to attend club events only.”

April 13, 2004 – Article VI; Sections 1, 2 ,3 & 4: “A quorum is composed of members present at special meetings and absentee ballots”- removed

April 13, 2004 – Article VI; Section 6: Quorum “A quorum is composed of simple majority of members present at meetings and absentee ballots.” – added

April 13, 2004 – Article X; “A simple majority shall be required for adoption of a proposed amendment(s).

April 13, 2004 – Article IV; Section 3, paragraph C: “Absentee ballots may be requested from the club Secretary in writing, phone, and/or email, and must be received by the club secretary prior to the election.”

January 25, 2005 – Article III: title changed from “Eligibility and Categories”

January 25, 2005 – Article III; Section 1: previous version stricken and replaced with current version. Previous version read as follows: “Membership is open to all expressing interest in amateur astronomy and supporting the objectives of CSAS. There shall be three categories of membership; Individual, Family and Associate. Individual Memberships are for individuals who pay dues, are eligible to serve as an officer and have full club benefits. Family Memberships are for two or more members of the same household who pay dues, are eligible to serve as officers and have full club benefits. Associate Members do not pay dues, are not eligible to serve as an officer and do not have club benefits. The Associate category is reserved for full-time students and immediate family of Individual Members who desire to attend club events only.”

January 25, 2005 – Article III; Section 2: title changed from “Dues” and current wording added.

January 25, 2005 – Article III; Section 3: title changed from “Termination” and current wording added.

January 25, 2005 – Article III; Section 4, para 1, last sentence: changed from “If the amount of membership dues for the next calendar year are proposed to be changed, the proposed amount shall be submitted to the membership and approved by majority vote at the last regular membership meeting each year.”

January 25, 2005 – Article IV; Section 3, Sub-Section B: “…and those voting absentee at the Annual Meeting…” changed to current version.

January 25, 2005 – Article VI: title changed from “Membership and Executive Committee Meetings” to current wording.

January 25, 2005 – Article VI; Section 1: “A quorum is composed of members present at special meetings and absentee ballots.” removed.

January 25, 2005 – Article VI; Section 2: “The quorum for business shall be at least one-third (1/3) of Regular Members.” removed

January 25, 2005 – Article VI; Section 3: “A quorum is composed of members present at special meetings and absentee ballots.” removed.

January 25, 2005 – Article VI; Section 4: Added “At least three members of the Executive Committee must be in attendance to conduct official business.”

January 25, 2005 – Article VI; Section 5: title changed from “Voting” and new section completely added.

January 25, 2005 – Article VI; Section 6: replaced “members present and voting and those submitting absentee votes, provided a quorum is present” with “votes cast”

January 25, 2005 – Article VI; Section 6: replaced “member may vote absentee by submitting a written ballot to the Secretary in advance.” with “delegate a proxy (the proxy must be a regular member of CSAS) in writing prior to the meeting.”

January 25, 2005 – Article VI; Section 6: replaced “Names of all members submitting absentee votes shall be recorded in the minutes of the meeting.” with current version.

January 25, 2005 – Article VIII: revised “Unless authorized by the Executive Committee, no officer or agent shall have any power or authority to bind CSAS by any contract, or to pledge its credit, or to render liable for any purpose or to any amount in excess of $50 (fifty US dollars).” to current version.

January 25, 2005 – Article X: revised “Notice of proposed changes shall be announced to the membership by mail prior to the special meeting where they are brought to a vote.” to current version.

January 25, 2005 – Article X: removed “A two-thirds (2/3) majority shall be required for adoption of a proposed amendment provided a quorum for a special meeting is present.”

January 25, 2005 – Article X: added “Once a quorum is established, a simple majority shall be required for adoption of a proposed amendment.”

January 25, 2005 – Article XI: changed “…of Regular Members (present or voting absentee) are …” to current version.

November 25, 2008 – Article III, Section 4: Changed: “amount of membership dues for the next calendar year” to “amounts of membership dues for the next calendar year”

November 25, 2008 – Article III, Section 4: Changed: “within (30) days of application and are pro-rated quarterly for the remainder of the calendar year…” to “…within thirty (30) days of application. Dues are only pro-rated on or after July 1 of the year the member joins and shall be ½ of the regular rate of the category for which application is received…”