CAS Constitution
CAS Constitution
These documents were transcribed into electronic form by Bryan Greer
on December 14, 1997. They were made available to officers, trustees,
and club members in Microsoft Word®6.0, HTML, and Adobe® Portable
Document File (PDF) formats. The Columbus Astronomical Society reserves
all rights to these materials.
In witness whereof, we have hereunto subscribed our names,
NAME ADDRESS DATE
(signed) 5642 Moorgate Drive
Ronald L. Ravneberg Columbus, Ohio 43220 3/14/81
(signed) 2667 Medary Avenue
Douglas B. Wereb Columbus, Ohio 43202 3/14/81
(signed) 2451 Burgandy Lane
Jay G. Elkes Columbus, Ohio 43227 3/14/81
(signed) 2662 Warrensburg Road
Danny Sagstetter Delaware, Ohio 43015 3/14/81
(signed) 2010 Denune Avenue
James Rice Columbus, Ohio 43211 4/11/81
(signed) 3455 Partridge Place #304
David M. Weaner Columbus, Ohio 44329 4/11/81
(signed) 548 Stinchcomb Drive
Leroy F. Meyers Columbus, Ohio 43202 3/14/81
(signed) 2054 Shawbury Court W.
James M. Pace Columbus, Ohio 43229 3/14/81
(signed) 79 East 11th Ave., Apt. L
Brent A. Archinal Columbus, Ohio 43201 3/14/81
Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educations, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Where possible such receivers of assets shall have an astronomical or related purpose. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes.
The Board of Trustees shall have the authority to supervise the economic affairs of the corporation, the property of the corporation and its use, and such other matters as the membership may choose to bring before it. These may include, but are not limited to: the newsletter of the corporation, the programming and public relations of the corporation, the affairs of any public facility the corporation may operate, and balloting on matters of business of any organization of which the corporation is a member. The board is thus empowered to consider, at the discretion of the president, all general society business excepting amendments to these Articles, the Constitution and By-Laws of the corporation, elections of the corporation, and the setting of dues.
Specifically, any expenditures in excess of $50.00, excepting only group subscriptions sent in to Sky Publishing Corporation or its assigns, dues sent in to the Astronomical League or its assigns, and such other periodicals that the trustees may contractually agree to provide the membership upon recommendation by the membership, must be approved by three (3) of the “additional trustees”. Expenditures of less than $50.00 need only presidential approval, provided they are budgeted or are to come from a discretionary account. The “additional trustees” shall have the authority to control the lease, sale, exchange,1 transfer, or other disposal of any or all assets of the corporation, provided such resolution to reassign assets are approved by three (3) of the “additional trustees”. Should the “additional trustees” fail to have a quorum for any of the above situations, then the entire board may act in their stead, provided such decisions have an affirmative vote of at least two-thirds (2/3) of the entire board that is present and voting, a quorum being present.
The trustees must by the end of the second month of each fiscal year formally adopt, by a majority vote, a quorum being present, a budget listing proposed expenditures and expected sources of income. If a budget is not accepted by that time, the previous year’s budget will be used until a new budget is adopted. This budget shall serve to authorize the expenditures listed. This budget may be amended at any time by an affirmative vote of two-thirds (2/3) of the trustees present and voting, a quorum being present. The budget shall provide a discretionary account for presidentially authorized expenditures.
The right to review or rescind all decisions of the Board of Trustees or the president is reserved for the members of the corporation. Such review or rescissions may be made only prior to implementation of such decisions and only be the approval of at least two-thirds (2/3) of those present and voting at a general or special meeting of the corporation, a quorum being present. Any action of the Board of Trustees or “additional trustees” to be effective prior to the next general meeting (or special meeting called for that purpose) shall require a motion to declare the action “urgent” and to set a date for its effectiveness. This motion shall require the affirmative vote of at least five (5) trustees and at least two-thirds (2/3) majority of those present and voting to become effective. If the motion fails, the action shall not be permitted to take effect prior to the next general meeting (or special meeting called for that purpose).
If the president knows prior to any type of meeting of the corporation that he/she will not be present, then he/she shall see that the highest ranking official of the corporation who is available is present to carry out his/her duties and to present what reports he/she may have for the corporation. The president shall report on the activities of the corporation’s officials or see that the secretary does so.
B. Vice-President - The vice-president shall be the second ranking officer of the corporation. He/she shall act in place of the president in the event of the absence or incapacity of that officer. In the event of a vacancy in the office of the president, the vice-president shall be acting president until a president is elected as specified elsewhere in these articles. At all other times the vice-president shall act under the discretion of the president.
C. Secretary - The secretary shall be the third ranking officer of the corporation. He/she shall keep the official minutes of all general, special, and board meetings of the corporation. Further, the secretary shall keep reports of the communications and other official documents of the corporation during his/her term of office. The minutes and all other records will be turned over to the corporate historian at the end of the secretary’s term of office.
The secretary will be responsible for notifying the membership of the corporation of all general, special, and board meetings of the corporation through the corporate newsletter or by personal letter. He/she shall handle the correspondence of the corporation except that of the committees or other officers. Copies of correspondence by committees or officers shall be provided to the secretary.
D. Treasurer - The treasurer shall be the fourth ranking officer of the corporation. He/she shall keep all moneys of the corporation, receiving and disbursing them according to the directives of these Articles, the Constitution and By-Laws, the president, and the Board of Trustees. The treasurer shall make financial reports to the Board of Trustees at least four times each year at board meetings; at least once each year to the membership through the corporate newsletter; and as required by the corporate trustees.
The treasurer shall, upon demand by any member, see that the current financial records of the corporation are available for examination at the next general meeting of the corporation, regardless of whether the treasurer is present at that meeting. He/she shall keep membership lists and the corporate membership book current. The treasurer will issue a roster of members to all the members of the corporation at least once a year. Further, he/she shall report new memberships or the discontinuance of prior memberships to the secretary and the editor of the corporate newsletter.
E. The other trustees shall be ranked in order of the dates at which their terms expire with the trustees whose term expires earliest being the fifth ranking officer of the corporation and so on with the trustee whose term expires fourth being the eighth ranking officer of the corporation. The exception to this sequence shall be the trustee who is past president, who will always be the ninth ranking officer of the corporation.
The trustees-at-large shall serve staggered terms with one elected each year to replace that trustee whose term expired that year. The past president shall serve until a more recent past president is available due to a change in the presidency. The initial at-large trustees shall serve until their terms would have otherwise expired had incorporation not occurred.
In August of each year the president shall consult with the other trustees and he/she shall appoint a Nominating Committee. The Nominating Committee shall be composed of at least three (3) members, at least one of whom is not a current trustee. The committee shall present at the September general meeting nominations for the elected officers and the at-large trustee position up for the election that year. At least one name for each post to be filled shall be presented by the committee. At the September meeting nominations from the floor will be accepted, but at the end of that meeting nominations will be closed. The list of nominations will then be published in the next issue of the corporate newsletter and prior to the next general meeting. The officers and trustee-at-large shall be elected at the October general meeting and take office the January 1st following.
If any of these dates is not met, the completion of nominations and elections shall be old business at every general meeting thereafter until completed, and be the first order of old business excepting only the election of trustees to fill current vacant unexpired terms.
If, at any time before the natural expiration of the term of office of any officer or trustee-at-large, that person is unable to continue to serve or finish his/her term of office, then until the vacancy is filled, the first item of old business at each general meeting will be to accept nominations and to set a date to elect a member to fill the vacancy. The newly elected person’s term will end at the natural end of that position’s term of office.
In the event of a vacancy in the position of past president, then his/her immediate predecessor in the presidency shall be offered the position on the Board of Trustees. In the event the predecessor is unable or unwilling to serve or is currently holding another elected position, the position shall be declared vacant. It will then be open to any member by election as would any other vacancy in the at-large trustee position(s). Pursuant to above procedures, a member shall be elected to fill that position. Any replacement, however obtained, shall serve only until the current president steps into the position.
The president shall call at least the minimum number of general and board meetings and may call additional meetings of any type at any time he/she decides they are needed. The trustees may call for special or board meetings by presenting a petition for that purpose signed by at least four (4) trustees to the secretary. The general membership may call special meetings by presenting a petition for that purpose signed by at least one-fifth (1/5) of the membership or eight (8) members, whichever is greater, to the secretary.
The secretary must provide notice of at least seven (7) days to all members for general and board meetings and fourteen (14) days for special meetings. Failure to provide the adequate notice will require rescheduling of said meeting at the earliest possible date for which proper notice may be given. The president must set the location of all meetings at a site within thirty-five (35) miles of the principal office of this corporation and notify the secretary of the chosen site.
A quorum for the conduct of business at a general or special meeting of the corporation shall be one-tenth (1/10) and one-fifth (1/5), respectively, of all current dues-paying members in-good-standing of the corporation. A majority of those voting shall decide issues, a quorum being present. Amendments, as detailed elsewhere in these Articles and the Constitution and By-Laws, may have differing quorums and voting requirements. A quorum for the conduct of business at a board meeting shall be five (5) trustees. Unless otherwise specified elsewhere, decisions of the trustees shall be by a majority of those voting, a quorum being present. The president may vote on all questions. In roll call votes, voting shall be alphabetical among the membership, and in reverse order of the rank among trustees.
Proposed amendment(s) to the Articles must be presented in writing at a general meeting or at a special meeting (called for that purpose). The secretary will read the amendment(s) at the time they are introduced and then they will automatically be tabled until the next general meeting or special meeting (called for that purpose). In the meantime, the secretary shall provide proper notice of the meeting at which the amendment(s) are to be considered and notify all members in writing of the text of the proposed amendments at least seven (7) days prior to the meeting at which the amendment(s) are to be considered.
If two-thirds (2/3) of the members present at the meeting at which the amendment(s) are to be considered vote in favor of such amendment(s), then these Articles shall be so amended provided that ten (10) members or one-fourth (1/4) of the membership of the corporation, whichever is greater, is present at the meeting. If a quorum, as noted above, is not present, then voting on the amendment(s) shall be held over until the next general meeting or special meeting (called for that purpose), and so on indefinitely, with proper notice by the secretary (as described above) at each delay.
We, the undersigned, hereby ratify the above Articles of Incorporation.
SIGNATURE DATE TYPED NAME
1. (signed) 3/14/81 RONALD L. RAVNEBERG
2. (signed) 3/14/81 JAMES M. PACE
3. (signed) 3/14/81 LAVERNE E. HOVLAND
4. (signed) 3/14/81 Al Schantz
5. (signed) 3/14/81 Charles R. Schremser
6. (signed) 3/14/81 DANNY SAGSTETTER
7. (signed) 3/14/81 Roy Meyers
8. (signed) 3/14/81 Jay Elkes
9. (signed) 3/14/81 BRENT A. ARCHINAL
10. (signed) 3/14/81 DOUGLAS B. WEREB
11. (signed) 3/14/81 Dan Hodges
12. (signed) 4/11/81 JAMES W. RICE
13. (signed) 4/11/81 DAVID M. WEANER
14. (signed) 4/11/81 Charles E. Hafey
15. (signed) 4/22/81 Mike N. Malcosky
16. (signed) 5/09/81 Steven T. Hipes
17. (signed) 5/09/81 JANE GANN
18. (signed) 5/09/81 Mark Mattox
19. (signed) 5/09/81 JOHN MCLAUGHLIN
20. (signed) 5/09/81 DALE E. HANCOCK
21. (signed) 5/09/81 JACK HOCK
22. (signed) 5/09/81 Wilkie K. Cirker
23. (signed) 6/01/81 James W. Purcell
24. (signed) 6/07/81 Mike Purcell
25. (signed) 10/10/81 Scott Manning
26. (signed) 2/13/82 Roberta M. Burns
Note that the “typed names” were all printed by the signatories.
Adopted July 1, 1981
As amended February 2, 1985
All members shall receive one subscription to the corporate newsletter except as noted below. Each family member above two, listed on the membership rolls for the purpose of voting at corporate meetings, shall be required to pay dues additional to that of the normal Family dues rate equivalent to the subscription rate of the corporate newsletter. The family dues rate shall be set marginally above that for adult members. Each family member listed on the membership rolls for the purpose of voting shall have the same privileges as an adult member.
Patron members shall have the same privileges as adult members, but shall pay a substantially higher dues rate.
Under 18 members shall have the same privileges as an adult member but shall pay a lower dues rate set close to the actual cost of services provided to each member rather than the general expenses of the corporation.
Supporting members shall have the same privileges as Adult members but shall pay a dues rate approximately double that of a Patron member. The corporation may offer such additional periodicals and benefits to Supporting members as may be available and as determined by the membership.
Corporate members shall be available to other groups, organizations, and corporations as may desire to support the purpose and goals of this corporation. Corporate members shall have the same privileges as Support members, along with additional benefits to be determined by the membership. Corporate members shall pay a dues rate approximately four times that of a Patron member.
The rolls of honorary members shall be modified and maintained by the “additional trustees.” Honorary members cannot be required to serve on a committee. They shall be entitled to one subscription to the corporate newsletter, but shall not have a vote in corporate affairs. Honorary members shall pay no dues. Dr. J. Allen Hynek shall be the only Honorary Life Member.
Dues for each class shall be set at least annually by a vote of the membership upon recommendation of the Board of Trustees.
The voting rights of all members except as noted above, shall be the same without regard to dues classification in all corporate matters.
Approved November 14, 1982
A. LIBRARIAN C. HISTORIAN
B. EDITOR D. PROPERTY OFFICER
These officers shall be appointed by the president and their terms shall end up with that of the appointing president.
2. The EDITOR shall be responsible for preparing and issuing monthly to members a periodical containing items of interest to amateur astronomers, information on telescope making and suppliers of new parts, news of members of the society, and news of meetings and events of the society.
3. The HISTORIAN shall keep the old records of the society, a file of photographs of historical interest, and a chronical, and shall be prepared to write a unified history of the society upon need.
4. The PROPERTY OFFICER shall maintain complete records of all property of the society and its holders thereof. He shall give an inventory report annually.
Approved November 14, 1982
The ratification of the Articles began in the Spring of 1981, with ratification completed (due to a drop in membership) on July 1, 1981. Some slight changes were made in September, 1982 at the request of the Ohio Secretary of State’s office, and (part of) the Articles were filed on December 3, 1982, thereby incorporating the Columbus Astronomical Society as a not for profit corporation in the state of Ohio.
The Constitution and By-Laws were changed slightly (to eliminate references to Sky & Telescope magazine), printed in the November, 1982 issue of Prime Focus, and ratified at the November 14, 1982 meeting.
The only amendment to these documents thus far was to Article Two of
the Articles of Incorporation, when the address of the corporation was
changed. This amendment was proposed at the meeting of January 12,
1985, and passed at the meeting of February 2, 1985. It apparently
has yet to be filed with the Ohio Secretary of State.
B. Archinal
May 8, 1985