Constitution

Article I - Name

The name of this organization shall be the "New Hampshire Astronomical Society" (hereinafter "Society"). It may be abbreviated as "NHAS". The Society shall be a duly registered corporation with the State of New Hampshire under the laws of the State and under the provisions of the Articles of Incorporation filed with the Secretary of State.

Article II - Objectives

1. The purpose of the Society is to:
   1. advance and promote the science of astronomy;
   2. educate the general public about astronomy through lectures, forums, and observing sessions open to the public;
   3. promote astronomy education through instruction to teachers and students in public and private schools;
   4. promote amateur astronomy and unite persons with a common interest in the science.
      
      
2. The Society shall not engage in political activity of any kind directly or indirectly. The Society shall not attempt to advance or influence legislation.

Article III - Membership

Membership in the Society shall be open to all interested persons. Each paid member in good standing will be a shareholder in the corporation. Each paid member in good standing shall hold one share and one vote. Honorary members, or those whose membership dues are unpaid or waived, shall not be considered shareholders in the corporation.

Article IV - Governing Board

The Society shall be governed by officers and a board of directors. A member of the governing board shall not hold more than one position at the same time. Members of the governing board must be shareholders in the corporation.

1. Officers
   1. Shall consist of a President, Vice President, Treasurer, and Secretary.
   2. The officers shall be elected by the shareholders of the Society.
   3. The officers shall serve one year terms.
   4. The President and Vice President shall be eligible for election to the same office for no more than two consecutive full terms. The Treasurer and Secretary shall be eligible for election to the same office for an unlimited number of consecutive terms.
   5. The officers shall take office at the end of the meeting at which they are elected.
      
      
2. Duties of the Officers
   1. The officer shall conduct the affairs of the Society in accordance with the Constitution and Bylaws of the Society. The officers shall be responsible for all publications and correspondence issued in the name of the Society. The officers shall have authority to set policy. The officers shall administer the Society funds.
   2. The officers shall meet at such times as the President may deem necessary in order to carry out Society business. Three officers shall constitute a quorum for such meetings except that the President must be one of the three.
      
      
3. Board of Directors
   1. The Board of Directors shall consist of three members.
   2. The Board shall be elected by the shareholders of the Society.
   3. Each member of the Board of directors shall serve a three year term, staggered from the other members of the board except for the first elected trustees in the first, second, and third year who will serve the remaining term.
   4. The director serving in the first year of the term shall be considered a Trustee in the first year. The Director serving in the second year of the term shall be considered a trustee in the second year. The Director serving in the third year of the term shall be considered a Trustee in the third year and shall be the chairperson of the Board.
   5. A member shall be eligible to hold a position on the Board of Directors for an unlimited amount of consecutive terms.
      
      
4. Duties of the Board of Directors
   1. The Board of Directors shall act as the trustees of the corporation. The Board shall ensure the integrity of the corporation as an entity. The Board shall act as an advisory council to the officers when called upon to do so. The Board shall audit the books of the corporation at least once every six months or at any other time as necessary. The board shall be accountable for the maintenance and welfare of all property, except liquid assets, owned by the corporation but shall not unreasonably deny access to such property to the shareholders.
   2. The Board of Directors shall meet at such times as the chairperson may deem necessary, but no less than once every six months for purposes of conducting a financial audit. Two members of the Board of Directors shall constitute a quorum for such meetings except that the chairperson must be one of the two.

Article V - Meetings

Meetings shall be conducted as follows:

1. The Society shall meet monthly, on a date specified by the officers.
2. The December meeting shall serve as the annual business meeting when officers and Board members shall be elected.
3. The officers may call any other meetings, for any reason, as appropriate.

Article VI - Fiscal

The officers shall have the authority to contract with any bank or trust company for custody of the Society funds.

Article VII - Bylaws

Bylaws shall be adopted which describe membership responsibilities, meeting schedules, the election and duties of the governing board and other details of Society organization.

Article VIII - Amendments

The Constitution and/or Bylaws may be adopted, amended or repealed by a two thirds minimum vote at any meeting, provided notice of any such change is given at a previous meeting, and that a quorum of one half of the shareholders is present.

Article IX - Proxy Votes

1. A shareholder may register their vote, on an item the Society must vote upon as defined by the constitution or by-laws as requiring a minimum membership attendance or minimum membership vote, by Proxy. Votes may be conducted via paper proxy forms or electronic means.
2. Proxy forms will include the text of the items being voted on, space for the shareholder to indicate their choice on each item being voted on, the name of the shareholder, the signature of the shareholder and date signed. Proxy forms will be published in the Society newsletter at least one month prior to the date the vote is to take place. The completed Proxy must be delivered to the Secretary or designate prior to the indicated vote. The proxy will be voted as indicated by the club Secretary or their designate. The Proxy shall only be effective for the duration of the meeting in which the vote is scheduled. The shareholder may revoke the Proxy at any time prior to the vote.
3. Electronic votes may be conducted via email, web based forums, or other electronic means as available. However conducted, essentially the same information will be made available to members; i.e., the text of the items being voted on, space for the shareholder to indicate their choice on each item being voted on, etc. The email address or username of the member will substitute for the member's signature. Electronic votes shall be valid until the required quorum is reached and the issue decided. Paper proxy forms shall be made available to those members unable to access electronic votes.

Effective: 1985
Amended: 20 October, 2006

Bylaws

I - Membership

1. Membership is limited to full dues paying members in good standing and honorary members in good standing.
   1. Full dues paying members shall be shareholders in the corporation. Each member shall hold one share of the corporation and therefore one vote. The amount of shares in the corporation shall equal the amount of members in good standing in the Society.
   2. A person may be made an honorary member of the Society by a three quarter vote of the membership. An honorary member shall not hold a share in the corporation and shall not have a vote in the Society.
   3. No age limit shall be imposed on membership, however, members under twelve years of age must be accompanied at all Society functions by an adult.
   4. The membership fee or dues shall be set by the officers and approved by the Board of Directors. The dues shall be collected and payable during the month of October
   5. A shareholder who has not paid current dues by the November meeting will be dropped from the membership, with notice to the shareholder. Any shareholder dropped from membership for nonpayment of dues shall be reinstated after full payment of dues of the current year.
   6. A member may be expelled from the Society by a three quarter vote of the shareholders.
   7. No refund of dues shall be made to a shareholder who has left the Society or to an expelled member.
      
      
2. Reciprocal membership

   Reciprocal membership is defined as an exchange of membership(s) at the organization level with another 'like purpose' organization, for the purpose of advancing both groups' missions. The Society will adopt or repeal reciprocal membership agreements via the method defined in Article VIII of the Society Constitution. While a reciprocal membership agreement is in force, the officers will have the power to decide any issues that arise pertaining to reciprocal members or their organization. Reciprocal members will be treated as full members of NHAS, with the exceptions noted below:

   1. Reciprocal members will not hold a share in the corporation, they will have no voting power, and cannot hold an elected position.
   2. Reciprocal members will not be required to pay any membership fees.
   3. One copy of any Society publication will be provided to the reciprocal member's organization.
   4. Each individual in each organization adopting a reciprocal membership agreement has the option to refuse reciprocal membership.

II - Officers

1. The officers shall include a President, Vice President, Treasurer and Secretary.
   1. The President shall:
      1. preside at all meetings;
      2. call special meetings as required;
      3. promote public awareness of the Society;
      4. appoint committee chairpersons with the approval of all the other officers;
      5. make appointments to committees;
      6. have the authority to sign checks for the Society.
         
         
   2. The Vice President shall:
      1. perform the duties of the President when the President is unable to do so;
      2. preside over the meetings in the President’s absence.
         
         
   3. The Treasurer shall:
      1. be responsible for all Society funds, liquid assets, receipt of gifts and donations, and collection of dues and subscriptions;
      2. make a financial report to the membership at each meeting, stating the current balance and transactions;
      3. keep all funds of the Society in a bank account;
      4. turn over the books to the Board of Directors at the close of the January meeting and after the July meeting for purposes of an audit or at any other time at the request of the Board of Directors;
      5. file the annual income tax forms with the government;
      6. have the authority to sign checks for the Society.
         
         
   4. The Secretary shall:
      1. record the minutes of any officers’ meetings or membership meetings;
      2. correspond as required with other organizations, businesses, or persons;
      3. be responsible for the production and distribution of a newsletter to be entitled The Observer;
      4. publish the Society newsletter at least once a month;
      5. make available to each member a copy of the Society’s Constitution and By Laws upon request.
         
         
2. Officers of the Society shall be elected as follows:
   1. Candidates shall be nominated by the Society membership at the November and December meetings.
   2. Officers shall be elected at the December meeting after nominations have been closed.
   3. Officers shall be elected from the nominees by a majority vote of the membership.
   4. Elections shall be by secret ballot.
   5. Special elections shall be held in order to fill a vacated position. The special election shall take place at the next meeting of the shareholders after the position is vacated. The officer shall be elected by a majority vote of the shareholders and shall fill the remainder of the term.
      
      
3. An officer who does not properly execute the duties of the office may be removed from office by a majority vote of the shareholders. Nominations for a replacement may be accepted by the shareholders immediately after the removal of the officer. The vacated position shall be filled by a special election to be held at the following meeting of the shareholders.
   
   
4. Officers shall serve for a term of one year. The officers shall take office at the end of the December meeting and serve until the end of the next December meeting.
   
   
5. No officer shall make any transaction exceeding $200 without it first being approved by a majority of the Board of Directors.

III - Board of Directors

1. There shall be a board of Directors which shall consist of 3 members.
   1. The Board of Directors shall:
      1. act as the trustees of the corporation;
      2. ensure the integrity of the corporation as an entity by filing necessary paperwork and forms with the State and Federal governments;
      3. be accountable for the maintenance and welfare of real property owned by the corporation while not unreasonably denying access to any real property to any shareholder;
      4. seek legal counsel as appropriate for matters involving the liability of the corporation - counsel may be secured only after an approval stemming from a majority vote of a quorum of the membership;
      5. seek an insurance carrier as appropriate to protect the real property of the corporation. Insurance may be secured and paid for from Society funds only after an approval stemming from a majority vote of a quorum of the membership;
      6. act as an advisory council to the officers when called upon to do so;
      7. audit the books of the corporation after the January meeting and after the July meeting or at any other time as the Board sees fit;
      8. return the books of the corporation to the Treasurer at the beginning of the next meeting following the receipt of the books;
      9. provide reports to the membership and officers as appropriate;
      10. meet at such times as the chairperson may deem necessary, but no less than once every six months for purposes of conducting a financial audit - two members of the Board of Directors shall constitute a quorum for such meetings except that the chairperson must be one of the two.

2. The Board of Directors shall be elected as follows:
   1. Candidates shall be nominated by the Society membership at the November and December meetings.
   2. Board members shall be elected at the December meeting after nominations have been closed.
   3. Board members shall be elected from the nominees by a majority vote of the membership.
   4. Elections shall be by secret ballot.
   5. A special election shall be held in order to fill a vacated position. The special election shall take place at the next meeting of the shareholders after the vacation of the position. The Board member shall be elected by a majority vote of the shareholders and shall fill the remainder of the term.
      
      
3. A member of the Board who does not properly execute the duties of the position may be removed from office by a majority vote of the shareholders. Nominations for a replacement may be accepted by the shareholders immediately after the removal of the Board member. The vacated position shall be filled by a special election to be held at the following meeting of the shareholders.
   
   
4. Each member of the Board of Directors shall serve a term of three years. The terms shall be staggered so that only one Board member is elected at the December meeting each year. The Director serving in the first year of the term shall be considered a Trustee in the first year. The Director serving in the second year of the term shall be considered a Trustee in the second year. The Director serving in the third year of the term shall be considered a Trustee in the third year and shall be the chairperson of the Board and preside over the Board meetings.
   
   
5. The new member of the Board shall take office at the end of the December meeting and advance to the second year of the term at the end of the next December meeting. At the end of the third year of the term the Director must step down unless elected as the new Board member or Trustee in the first year.
   
   
6. The first board members shall be elected by a special election to be held at the meeting immediately after the ratification of the amended Constitution and By Laws. The elections shall be held in accordance with the provisions on special elections.

IV - Meetings

1. The Society shall meet monthly, on an evening specified by the officers and approved by a majority of the membership.
   
   
2. The officers may call any other meetings, for any reason, as appropriate.
   
   
3. Meetings may be conducted following Robert’s Rules of Order at the discretion of the presiding officer.

V - Dissolution

1. Should the Society be dissolved or become inactive, all real property, liquid assets and material possessions of the Society shall be distributed for one or more tax exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Preference should be given to those organizations which are similar to, in likeness and character to, the New Hampshire Astronomical Society.
   
   
2. The remaining share holders shall designate the appropriate donee. If no shareholders can be identified, a court of competent jurisdiction in the county in which the principal office of the corporation is then located, shall dispose of the remaining assets.

Effective: 1985
Amended: 5 June, 2018