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Bylaws

of the ASTRONOMICAL   ASSOCIATION of  NORTHERN CALIFORNIA  — A California Corporation

Article I    General Provisions

Section 1.    Principal Office

Subject to the provisions of Section 1, third of Article III of these By-laws, the principal office of the corporation shall be located in the State of California.  

 

Section 2    Annual Meetings of Members

The annual meeting of the members shall be held during the month of December of each year.  

 

Section 3.   Number of Delegates

Subject to the terms of Article III, Section 1 of these By-laws, there shall abe one delegate to the corporate board from each member organization.

 

Section 4.   Regular Meeting of the Directors

Regular meetings of the Delegates shall be held at 2:00 P.M.   on one Sunday each month.  

 

Section 5.   Annual Dues

The annual dues shall be set by the Board of Delegates and shall be payable by all members, wishing to renew membership, on the first day of January of each year.   Dues not paid within ninety days after the due date become delinquent, and the member shall be so notified by the Treasurer.    If dues are not   paid within ninety days following this notice, the member's name shall be removed from the membership role, at the discretion of the Board of Delegates, with subsequent loss of any accumulative privileges and seniority.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE II    Meetings

Section 1.   Place of Meetings

   Except as otherwise provided by law, all meetings shall be held either at the principal office ar at any other place within or without the State of California which may be designated wither by the Directors pursuant to authority hereinafter granted to said Board, or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the secretary of the corporation.  

 

Section 2.   Annual Meetings

The annual Assembly meeting shall be held at the time and date provided in Article I, Section 2 hereof.    At such meeting, officers shall be considered and elected, and any other business may be transacted which is within the powers of the Board of Delegates.  

Written notice of each annual meeting is hereby dispensed with, except that actions shall not be taken on any of the following proposals unless written notice o the general nature of the business or proposal has been given as in the case o a special meeting:   a) A proposal to sell, lease, convey, exchange, transfer, or otherwise dispose of all of the property of assets of the corporation, except action involving a mortgage, deed of trust, pledge, or other hypothecation of all or any part of the corporation's real or personal property subject to the provisions of section 3900 of the California Corporations Code.   b) A proposal to merge or consolidate with another foreign or domestic corporation.   c) A proposal to amend the Articles of the corporation, except of the purpose of extending the term of the corporate existence.   d) A proposal to wind up or dissolve the corporation.  

 

Section 3.    Special Meetings

Special meetings of the Delegates for any purpose or purposes whatsoever, may be called at any time by any two officers.    Except in special cases where other express provision is made by statute, notice of such special meetings shall be given to each member entitled to vote, either personally or by mail, charges prepaid, addressed to each member at his address appearing on the books of the notice.    If a member gives no address, notice shall be deemed to have been given him if sent by mail or other means of written communication addressed to the place where the principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county where said office is located.    All such notices shall be sent to each member entitled Thereto not less than seven days before each meeting.    Such notices shall specify the place, the day, and the hour of such meeting, state such other matters, if any, as may be required by statute.  

 

Section 4.   Quorum

The presence in person, or by proxy, of 30% of the Delegates shall constitute a quorum for the transaction of business.    The members present at a duly-called or-held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.  

 

Section 5.   Adjourned Meeting and Notice Thereof

Any Delegates meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the members present, but in the absence of a quorum no other business be transacted at such meeting.  

When any Delegates meeting, regular, annual or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.    Save as aforesaid, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than announcement at the meeting at which such adjournment is taken.  

 

Section 6.   Voting  

To be a "voting member" of this corporation, one must have paid in full by the beginning of the 11th month following that in which the elections are held, all fees due from him.    A record date other than specified in this section shall be controlled by edict of the Delegates if they so determine.    The secretary shall maintain a list of those qualified to cast votes for the Officers by the time elections are held.  

Only members who have paid in full all fees due from them, and who fulfill their other requirements of these by-laws and the Articles may cast votes.    Such votes may be viva voce or by ballot.    Every member entitled to vote in such an election of shall cast one vote for each office.    Votes for any one candidate may not be cumulated.    The candidates receiving the highest numbers of votes shall be declared elected.    The offices of President, Executive Vice-President, Treasurer, and Secretary shall be elective, to be filled by vote of the Delegates.    The Officers thereby elected must by of age eighteen (18), or older.    The Officers shall serve as Delegates of the corporation also.  

 

Section 7.   Consent to Absentees

The transactions of any Delegates meeting, regular, annual, or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the persons entitled to vote, not present in person, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.    All such waivers, consents or approvals shall be filed with the appropriate corporate records, or made a part of the minutes of the meeting.  

 

Section 8.   Inspectors of Election

In advance of any Assembly meeting, the Board of Delegates may appoint any persons other than the nominees for office, inspectors of election to act at such meeting or any adjournment thereof.    If inspectors of election be not so appointed, the chairman of any such meeting may, and on the request of any member shall, make such appointment at the meeting.    The number of inspectors shall be three.    If appointed at a meeting upon the request of one or more members, the majority of members present shall ratify or not each inspector appointed.    In case any person appointed as an inspector fails to appear or fails to act, the resulting vacancy may be filled by appointment of the Board of Delegates in advance of the meeting, or at the meeting by the chairman.  

The duties of the inspectors shall be as prescribed by Section 2233 of the Corporations Code of California and shall include:   determination of all challenges and questions in any way arising in connection with the right to vote.   determining the existence of a quorum.   receiving votes, ballots, and consents.   counting and tabulating all votes and consent.   determining the result.   and such acts as may be proper to conduct the election or vote with fairness to all members.  

Section 10.    Membership Qualifications

There shall be one class of membership in the corporation Assembly called general.  

The qualifications, requirements, privileges, and disabilities of general membership shall be:

     a)   A scientific, social educational, or commercial organization dedicated to the support of the activities and principles of the AANC, as outlined in the Articles of Incorporation.  

     b)   Payment of annual fees according to Article I, Section 6.  

     c)   Exercise of one membership vote per annual fee paid.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE III    Board of Delegates

Section 1.   Powers

Subject to limitations of the Articles of Incorporation, of the By-laws, and of the California General Corporation Law as to action to be authorized or approved by the member organizations, and subject to the duties of delegates as prescribed by the By-laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by, the Board of Delegates.    Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Delegates shall have the following powers to wit:

First--To select and remove all Officers of the corporation, and prescribe such powers and duties for them, as may not be inconsistent with the Articles of Incorporation or the By-laws.  

Second--To conduct, manage, and control the affairs and business of the corporation, and to make such rules and regulations therefor which are not inconsistent with law, with Articles of Incorporation, or with the By-laws, as they may deem best.  

Third--To change the principal office for the transaction of the business of the corporation from one location to another, and to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of California.   to designate any place within or without the State of California for the holding of any meeting or meetings, and to adopt, make, and use a corporate seal, and to prescribe the forms of certificates of membership, and to alter the form of such seal and of such certificates from time to time, as in their judgement they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.  

Fourth--To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name.   promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.  

Fifth--To appoint an Executive committee and other committees, and to delegate to the Executive committee any of the powers and authority to the Board in the management of the business and affairs of the corporation, except to adopt, amend, or repeal the by-laws.    The Board of Delegates shall have the power to prescribe the manner in which proceedings of the Executive committee and other committees shall be conducted.    The Executive committee shall be composed of two or more Delegates.    Unless the Board of Delegates shall be otherwise provide.   regular meetings of the Executive, notice of which is hereby dispensed with, shall be held at such times as are determined by the Board of Delegates, or by such committee if appointed. A special meeting of the Executive committee shall be held   at the principal office of the corporation, or at any place which has been designated from time to time by resolution of the Executive Committee or by written consent of all members thereof, and may be called by the President, or any two members thereof, upon written notice to the members of the Executive committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of he Board of Delegates of the time and place of special meetings of the Board of Delegates. Minutes shall be kept of each meeting of the Executive committee. Vacancies in the membership of the Executive committee may be filled by the Board of Delegates a majority of the authorized number of members of the Executive committee shall constitute a quorum for the transaction of business and transactions of any meeting of the Executive committee, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the members not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.    All such waivers consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  

 

Section 2.   Number and Qualification of Delegates

Each Delegate shall be eighteen (18) years of age or older at the time of taking office.    The authorized number of Delegates shall be as provided in Article I, Section 3 hereof, until changed by amendment of the Articles of Incorporation or by a By-law duly adopted by the members amending Section 3 or Article I.   and if it is proposed to alter the authorized number of Delegates, a majority vote of the Board shall be necessary for such alteration.  

 

Section 3.   Election and Term of Office

The Officers shall be elected at each annual meeting, but if any such meeting is not held ar if the Officers are not elected thereat, they may be elected at any special Delegate meeting held for that purpose.    All Officers shall hold office until their respective successors are elected and installed.  

 

Section 4.   Vacancies

  Vacancies on the Board of Delegates shall be filled by the appropriate member groups and each Delegate so elected shall hold office until his successor is designated.    A vacancy shall be deemed to exist in the case of death, resignation, or removal of any Delegate or if the authorized number of delegates be increased.  

The Delegates may elect an Officer or Officers at any time to fill any vacancy or vacancies not filled by the Delegates.    If the Board of Delegates accepts the resignation of an Officer rendered to take effect at a future time, the Board of Delegates shall have power to elect a successor to take office when the resignation is to become effective.  

No reduction in the authorized number of Officers shall have the effect of removing any Officer prior to the expiration of his regular term of office.  

 

Section 5.   Removal and Resignation

Any Officer may be removed from office, with or without cause, by a majority vote of the Delegates.  

Any officer who misses two consecutive board meetings, or a total of three in the course of his annual term, may be considered to have thereby tendered his resignation as an Officer, which may be accepted or not at the discretion of the Board.  

 

Any Officer may resign at any time by giving written notice to the Board of Delegates, to the President, or to the Secretary of the corporation.    Any such resignation shall take effect at the date of receipt by the secretary of such notice, or at any later time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.  

 

Section 6.   Place of Meetings

Regular meetings of the Board of Delegates shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board.    In the absence of such designation, regular meetings shall be held at the principal office of the corporation.    Special meetings of the Board may be held at a place so designated or at the principal office.  

 

Section 7.   Organization Meeting

Immediately following each annual meeting, the Board of Delegates shall hold a regular meeting for the purpose of organization, and the transaction of other business.    Call and notice of such meetings are hereby dispensed with.  

 

Section 8.   Regular Meetings

Regular meetings of the Board of Delegates shall be held without call at the time and day provided for in Article I, Section 4 hereof.    Notice of all such regular meetings of the Board of Delegates is hereby dispensed with.  

 

Any general member may attend any regular Board session, provided that his presence will not unduly conflict with time and space limitations, or extensively interfere with the conduct of business.    A member having requested to attend such meeting of any Delegate shall not unreasonably be prevented from doing so.  

 

Section 9.   Special Meetings

Special meetings of the Board of Delegates for any purpose or purposes shall be called at any time by the President, or if he is absent and unreachable, unable or unreasonably refuses to act, by the Vice President and any two additional Delegates or by a Quorum of the full Board.  

Written notice of the time and place of special meetings shall be delivered personally to each Delegate or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown on such records, or if not readily ascertainable, at the place in which the meetings of the Delegates are regularly held.    In such case that the notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the holding of the meeting.    In case such notice is delivered as above provided, it shall be delivered at least twenty-four (24) hours prior to the time of the meeting.    Such mailing, telegraphing, or delivery as above provided shall be due, legal, and personal notice to each Delegate.  

 

Section 10.   Quorum

Attendance of 30% of the Delegates shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.    Every acto or decision by a majority of Delegates present at a meeting duly held at which a quorum is present shall be regarded as an acto or decision of the Board, unless a greater number be required by law, or by the Articles of Incorporation, or by specific exception o these By-laws.  

 

Section 11.   Waiver of Notice

The transactions of any meeting of the Board of Delegates however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, wither before or after the meeting, each Delegate not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.    All such waivers, consents, or approval shall be filed with the corporate records or made a part o the minutes of the meeting.  

 

Section 12.   Adjournment  

A quorum of the Delegates may adjourn any Board meeting to meet again at a stated day and hour.   provided, however, that in the absence of a quorum a majority o the Delegates present at any Board meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.  

 

Section 13.   Notice of Adjournment

Notice of the time and place of holding and adjourned meeting need not be given to absent Delegates of the time and place to fixed or determined at the meeting adjourned.  

 

Section 14.   Fees and Compensation

Delegates and officers may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board.  

 

Section 15.   Action without Meeting

Any action which, under any provision of the California General Corporation Law, may be taken at a meeting of the Board of Delegates except approval of an agreement for merger or consolidation of the corporation with other corporations, may be taken without a meeting if authorized by a writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the corporation.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE IV    Officers

Section 1.   Officers

The officers of the corporation shall be President, Vice President, a Secretary, and a Treasurer.    These Officers shall be of age eighteen (18) years or older.    One person may not hold more than one above office concurrently.  

 

Section 2.   Election

The officers of the corporation, except such Officers who may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Delegates at the December meeting, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or until his successor shall be elected.  

 

Section 3.   Subordinate Officers, Etc.  

The Board of Delegates may appoint, and may empower the President to appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided for in the By-laws, or as prescribed by the Board of Delegates may from time to time determine.    

 

Section 4.   Removal and Resignation

Any Officer may be removed either with or without cause, by the Board of Delegates.    Any Officer who is also a Delegate, may be relieved by a majority vote of the Full Board of his office, but not of his Board membership.    A vacancy shall in such case be deemed to exist in that office.    Filling of vacancies and procedures involving resignations shall be handled as outlined for Delegates under Article III of these By-laws.  

 

Section 5.   President

The President shall be the Chief Executive Officer of the corporation and shall have the general direction, supervision, and control of the business and Officers of the corporation.    He shall preside at all meetings.    He shall be ex-officio a member of all standing committees, and shall have sole authority to appoint committee chairmen.    He may also appoint and dismiss, with or without cause, any committee personnel, save those on committees specifically appointed by the Board.   The President shall have sole power to appoint and dissolve standing Presidential committees, and other committees, to assist with the execution of normal executive responsibilities.  

 

Section 6.   Vice-President  

In the continuing unqualified absence, or in case of disability of the President, the Vice-President shall be the one to assume the Presidency, on either a temporary of permanent basis, when so requested by a majority of the Full Board in Board session.    In such event, he shall assume 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 otherwise have such powers and perform such other duties as from time to time may be prescribed for him respectively by the Board, the President, or by provision of these By-laws.  

 

Section 7.   Secretary

The Secretary shall keep, or cause to be kept, at the principal office or such other place as the Board of Delegates, with the time and place of minutes of all meetings of the Delegates, with the time and place of holding, whither regular or special, and, if special, how authorized, the notice thereof given, the names of those present at the meetings, and the proceedings thereof.  

 

The Secretary shall keep, or cause to be kept, at the principal office, or such other place as the Board may direct, a register of members showing the names and addresses of members of the membership, the dates when membership fees were received and the amounts thereof.    Such register shall be available for inspection at all times by members, and at all annual Assembly meetings.  

 

The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board required by the By-laws to be given, and shall keep the seal of the corporation, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Delegates, the President, or by provision of the By-laws.  

 

Section 8.   Treasurer

The treasurer shall keep and maintain, or cause to kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, and capital.    The books of account shall at all reasonable times be open to inspection by any Delegate or member upon request.  

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Delegates.    He shall disburse the funds of the corporation as may be ordered by the Board when-ever they request it, and an account of all   of his transactions as Treasurer, and of the financial condition of the corporation, and shall have such other powers and duties as may be assigned by the Board, the President, or by provision of these By-laws.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE V    Election Procedure

 

Section 1.   Board of Directors

The Board shall have the authority to determine all matters of election procedure not specifically set forth in the Articles or By-laws, and not in conflict with the laws of this nation, state, or county, and provided that such does not prevent the obtaining and maintenance of tax exempt status under both California and federal laws.    

 

Section 2.   Nominations  

Any member may make nominations from the floor at any meeting during which nominations are open.    Nominations shall be opened sixty (60) days prior to the elections meeting.  

A nominating committee may be appointed not more than sixty (60) days, nor less than thirty (30) days before elections, who may propose nominees for offices for which two or fewer people have been nominated from the floor of the Assembly.  

Any name offered into nomination must receive a second from the floor before being officially recognized as nominated.  

Any nominee may decline nomination with or without cause, or withdraw from consideration, with or without cause, at any time preceding the elections.    A nominee must indicate willingness to serve before his name shall be entered on the printed ballots to be used in the elections.    Silence or absence of comment shall be construed as assent.  

 

Section 3.   Ballots

All elections for officers shall be held by use of secret ballot.    Ballots shall be printed prior to the elections meetings and distributed either by inclusion in the final announcement of elections distributed to the Assembly membership by mail or comparable means, or by distribution by hand at the elections meeting.  

 

Section 4.   Record Date

The Board of Delegates may fix a time in the future as a 'record date' for the determination of the Assembly members entitled to noted of, and to vote at, any Assembly meeting.    The record date so fixed shall not be more than fifty days prior to the date of the meeting or event for which it is fixed.    When a record date is so fixed, only members or record on that date are entitled to notice of, and to vote at, the meeting, or to exercise the rights, as the case may be, notwithstanding any gain or loss of memberships on the books of the corporation following the record date.  

 

Section 5.   Taking Office

Each elected Officer shall assume the rights, duties, and privileges of his office at the Board meeting following the elections, canvassing, certification of results, and announcement of results of all elections to be conducted at the particular meeting, whether such election, certification, etc.   are conducted by the Board or its delegatee(s).  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

  ARTICLE VI   Records

Section 1.   Inspection of Corporate Records

The membership register or duplicate membership register, the books of account, and minutes of the proceedings of Board meetings, and of the Executive and other Board committees shall be open to inspection upon the written demand of any member at any reasonable time, and for a purpose reasonably related to his interests as a member and shall be exhibited at any time when required by the demand of .10% of the members at any meeting.    Such inspection may be made in person, or by an agent or attorney, and shall include the right to make extracts.    Demand of inspection other than at a meeting shall be made in writing upon the President or Secretary of the corporation.  

 

Any individual requesting or demanding an audit of the corporation and its records must be prepared to arrange for such at his own expense.    In no case will the corporation fund or provide means to audit itself except when specifically authorized by a majority of the Board.  

 

Section   2.   Checks, Drafts, Etc.  

All Checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness, issued in the name of, or payable to the corporation, shall be signed, endorsed, or authorized by such persons and in such manner as, from time to time, shall be determined by resolution of the Board of Delegates.  

 

Section 3.   Annual Report

Annual report to shareholders referred to in Section 3006 of the Corporations Code of California is expressly dispensed with, but nothing herein shall be interpreted as prohibiting the Board of Delegates from issuing such reports.  

 

Section 4.   Contracts, Etc.    How Executed

The Board of Delegates, except as when otherwise provided in the By-laws, may authorize any officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of or on behalf of the corporation, and such authority may be general or confined to specific instances.   and unless so authorized by the Board of Delegates, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.  

 

Section 5.   Proof of Membership

Any organization that can demonstrate to a majority of the Board of Delegates that it has paid the membership fee and fulfilled the other requirements of these By-laws of membership shall be members.  

 

The Register of Members shall be prima facie evidence of membership in this corporation.  

 

Section 6.   Inspection of By-Laws

The corporation shall keep in its principal office, for the transaction of business, the original or a copy of the By-laws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Delegates or members at all reasonable times during office hours.  

 

Section 7.   Construction and Definitions

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the California General Corporation Law shall govern the construction of these By-laws.    Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number the singular, and the term 'person' includes a corporation as well as a natural person.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE VII    Presidential Committees

Section 1.   Creation and Basis for Establishment

Presidential committees shall be created or dissolved   by the President to assist in the normal conduct of the corporation's affairs.    The Presidential committees shall be specifically responsible to, and directed by, the President, and he in turn shall be directly responsible for actions and commitments of any Presidential committee.    The Presidential committees shall not assume authority to act on behalf of the corporation, the Board, or the President, except where specifically authorized by the President.    As such, the Presidential committees shall not be required to keep official minutes, nor adhere to procedures beholden upon Executive or Board committees as established under Article III, Section 1 for establishment of meeting dates and locations, or for other activities and actions.    Although not required to maintain official records or meetings, actions, or activities, the chairman of all Presidential committee may be called upon to give a general accounting of the business of his committee by the President, or by a majority vote of the Board.  

 

Section 2.   Personnel

Presidential committee Chairmen shall be appointed by the President.    The President or the specific committee chairman may appoint other members of a Presidential committee, or remove them with or without cause.    Appointments by a committee chairman or subject to removal by the President, with or without cause, and may in addition resign or be removed in accordance with procedures outlined for other Officers in Articles III and IV of these By-laws.  

 

Section 3.   Permanent Committees

Any Presidential committee may be made a permanent committee of the corporation by its inclusion in these By-laws, by means of amendment to add subsequent sections to Article VII.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE VIII    Amendments

 

Section 1.   Power of Board of Delegates

New By-laws may be adopted, or these By-laws amended or repealed by majority vote of the Board of Delegates, as authorized to exercise majority voting power of the corporation, or by the written assent of such Delegates except as otherwise provided by law or by the Articles of Incorporation.  

 

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

ARTICLE IX   Rules of Order

 

Section 1.   Robert's Rules of Order

Unless otherwise provided for in these By-laws, the provisions in Robert's Rules of Order, as amended by the United States House of Representatives shall govern the operation of this corporation, and the conduct of its affairs

I. General Provisions
II. Meetings
III. Board of Delegates
IV. Officers

V. Election Procedure

VI. Records
VII. Presidential Committees

VIII. Amendments

IX. Rules of Order

 

 

RATIFIED   5 Feb 1972

AMENDED   -- Dec 1972

AMENDED   26 Jun 1981

AMENDED   18 Dec 1988

 


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