GOLDENDALE OBSERVATORY CORPORATION

BYLAWS

ARTICLE I

NAME

 

The name of this corporation shall be the GOLDENDALE OBSERVATORY CORPORATION, incorporated under the laws of the state of Washington as a non-profit corporation.

ARTICLE II

PURPOSE

The GOLDENDALE OBSERVATORY CORPORATION was conceived to actively support the Goldendale Observatory so it may serve the Pacific Northwest in the following ways:

ARCTICLE III

MEMBERSHIP

Membership is annual and shall consist of the following classes of members:

The dues and contributions of all classes of membership shall be fixed from time to time by the Board of Directors and may be changed by it at its discretion.

 

ARTICLE IV

MEETINGS OF MEMBERS

Section 1: There will be three monthly meetings of the Board of Directors each year which all classes of members will be invited to attend. These meetings will be held in May, September, and January of each year.

Section 2: All members will receive written notice two weeks prior to the annual meeting and will be allowed to participate in the election of Directors at that meeting.

 

ARTICLE V

BOARD OF DIRECTORS

Section 1: The business, administration and functions of this corporation shall be controlled by the Board of Directors.

 

Section 2: The Board of Directors shall consist of the five (5) officers of the corporation. Directors shall be elected during the annual meeting of the corporation and serve three (3) year terms.

Section 3: A NOMINATING COMMITTEE, appointed by the President, consisting of three Board members shall (1) nominate at least one person for each vacancy on the Board of Directors; (2) propose new honorary members; and (3) nominate officers of the corporation. Further, the committee’s report shall be issued with the call of the annual meeting. Additional nominations may be made by members or officers from the floor at the annual meeting. All voting for contested positions shall be by secret ballot.

Section 4: A Director may be removed from office by a 2/3 majority vote of the members of the corporation or by a majority vote of the Board at any regular or special meeting of the Board. Notice of the proposed removal of a Director shall be given to such Director prior to the date of the meeting at which such removal is to be voted upon. Such notice to the Director must state the cause of the proposed removal.

Section 5: Unexcused absence from three consecutive meetings of the Board of Directors shall be due cause for the removal of a Director.

Section 6: Any vacancy occurring on the Board of Directors by reason of death, resignation or removal of a Director may be filled by the Board. Such appointee shall serve the unexpired portion of former Director’s term.

Section 7: No Director may receive from the Corporation any compensation (either money or property of value) for the service as a member of the Board, but the Board may authorize the corporation to reimburse a Director for reasonable out-of-pocket expenses for specific tasks or travel undertaken by such Director and authorized by the Board.

Section 8: Moneys in the scholarship fund of the corporation may not be used to buy property, equipment, or items of any value unless unanimously approved by the Board. The moneys in the scholarship fund may not be used as collateral for a loan of any sort to the corporation or any of its members, nor may it be transferred to other funds of the corporation without unanimous approval by the Board.

 

ARTICLE VI

MEETINGS OF THE BOARD

Section 1: The Annual Meeting of the Goldendale Observatory Corporation shall be held in November each year at a time and place designated by the President.

Section 2: Other regular meetings will be held three (3) times annually also at a time and place designated by the President.

Section 3: Special meetings of the Board may be held at any time at the call of the President, Secretary, or any officer with the support of at least three (3) other members upon due notice to all Board members.

Section 4: Written notice of each regular or special meeting, including the purpose and/or agenda thereof, shall be sent to each member of the Board at least ten (10) days before such meeting, except when an emergency shall make it impractical, in which case the President and other officers shall make every reasonable effort to notify each Board member of such meeting at least 24 hours in advance thereof.

Section 5: All Board meetings, whether regular or special, shall be open to the public except those meetings or portions thereof at which there are discussed personnel matters; e.g., hiring, firing or compensation of staff, removal of Board members and officers, or other similar matters in which public discussion would or could be harmful to the best interest of the corporation. The Board may invite to any such closed meeting such persons as in its judgement will be helpful to it.

Section 6: Quorum for the Board of Directors shall consist of three (3) members. Each member shall have one vote and must be present to cast such vote. Voting by letter or proxy shall be prohibited.

Section 7: The Board of Directors may delegate such authority to committees of Directors or members as it deems necessary for carrying out of the business of the corporation.

ARTICLE VII

OFFICERS

Section 1: The officers of the corporation shall be elected by the members of the corporation at its annual meeting. The officers shall consist of the President, Senior Vice President, Vice President, Secretary and Treasurer.

Section 2: Each officer shall be elected for a three (3) year term, as specified in Article V, Secion 2 of these bylaws. Vacancies for any reason shall be filled by Presidential appointment for the unexpired term.

Section 3: It shall be the duty of the President to preside at all the meetings of the Board of Directors, to supervise all activities of the corporation, to execute all instruments on its behalf, and to call such meetings of the Board as shall be deemed necessary. The President shall make an annual report to the membership of the activities of the corporation and Board during the year and shall perform such other duties as are usual and customary for such officer to perform or which may be required by the Board of Directors.

Section 4: It shall be the duty of the Senior Vice President to discharge the duties of the President during his absence or disability, and to perform such other duties as the President and/or Board directs.

Section 5: It shall be the duty of the Vice President to discharge the duties of the President and/or the Senior Vice President during their absence or disability, and to perform such other duties as the President and/or Board directs.

Section 6: It shall be the duty of the Secretary to keep all records of the corporation and the Board of Directors, and perform such other duties as the President and/or Board may direct.

Section 7: It shall be the duty of the Treasurer to receive and be accountable for all funds belonging to the corporation; maintain bank accounts in depositories designated by the Board of Directors; render periodic financial reports; and perform such other duties as may be authorized by the President and/or Board.

 

 

ARTICLE VIII

AMENDMENTS

These Bylaws may be amended by a majority vote of the members present at any regular or special meeting thereof, provided that the notice of such meeting contains notification that a change in the Bylaws will be proposed at said meeting.

 

Last Updated: November, 2000