Bylaws of the Barnard-Seyfert Astronomical Association
ARTICLE I. GENERAL.
Section 101. Concept of Bylaws. The Tennessee Nonprofit Corporation Act, set forth in Tennessee Code Annotated, Title 48, sets forth certain mandatory provisions for all nonprofit corporations in Tennessee, sets forth other provisions which are applicable to all such corporations unless altered by charter or bylaw provisions, and permits the bylaws of corporations to govern still other corporate provisions. It is the intent of these bylaws to set forth only those powers, duties, responsibilities, and procedures which are not mandatory or which, if they can be altered by the corporation in its bylaws, it is desired to change from the general law. The charter provisions of this corporation, and the provisions of the general law applicable, are not set forth in these bylaws except where needed for clarity or for emphasis. These bylaws should be construed along with the applicable law and the charter provisions.
Section 102. Name of Corporation. The name of this corporation is Barnard-Seyfert Astronomical Society, which was incorporated in the State of Tennessee on 21 July 1983.
Section 103. Objectives. The objectives of this corporation, as set out in the charter, shall be the advancement of the science of astronomy, the support and encouragement of amateur and professional astronomy, and the support and encouragement of the exploration and utilization of space for the advancement of civilization.
ARTICLE II. MEMBERS.
Section 201. Class of Members. The corporation shall have members, with whom the ultimate general authority and responsibility for the policies and affairs of the corporation shall lie. The board of directors may establish family memberships, as set out in Section 701. All members of the family subscribing to such family memberships shall be counted as members of the corporation, but in such case each family will have only one vote on any issue coming before the corporation. In addition, there may be honorary memberships awarded to those so designated by vote of the regular members; honorary members may participate in all activities of the corporation, but shall have no vote. Unless otherwise stated, the terms "members" or "membership" in these bylaws shall refer to the regular voting members and do not include honorary members or memberships.
Section 202. Membership. Membership in this corporation shall be open to all natural persons supporting the purposes of the corporation as stated in the charter and in Section 103 above.
Section 203. Termination of Membership. The board of directors may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who shall be in default in the payment of dues for the period fixed or provided for in these bylaws. In addition, the board of directors may by a majority vote suspend or terminate the membership of any member who violates the Code of Conduct which shall be adopted by the membership, as provided in Section 816. In such case, if charges are brought against a member, such charges will be examined by the board of directors, and personal notice shall be given to the alleged violator, who shall have the opportunity of appearing before and being heard by the board of directors before final action is taken. If the alleged violator fails to appear, the board may act without further proceedings.
Section 204. Transferability of Membership. Membership in this corporation is not transferable or assignable.
Section 205. Annual Meeting. The annual meeting of the members shall be held in each year for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Tennessee, such meeting shall be held on the next succeeding business day. If the election of officers and directors shall not be held on the day designated for any annual meeting of the members or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient, subject to Section 208. The date and time of the meeting shall be determined by resolution of the board of directors.
Section 206. Regular Meetings. The corporation shall hold a regular membership meeting once each month. Such regular meetings of the members may be held at such time and place as may be determined by the board of directors.
Section 207. Special Meetings. Special meetings of the members for any purpose, unless otherwise prescribed by statute, may be called by the president and the board of directors. In addition, if at least ten percent (10%) of all of the members entitled to vote on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting, describing the purpose or purposes for which it is to be held, the meeting shall be called and notice shall be given by the secretary no later than one month after the receipt of the demand.
Section 208. Place of Meetings. The board of directors may designate any place in the State of Tennessee as the place of meeting for any regular meeting of the membership or for any special membership meeting called by the board of directors. If the board of directors so determines by resolution, the annual membership meeting may be held at a different place than that set out in Section 205 above, provided that the membership has received the required notice set out in Section 209 by mail, by fax, or by email. If a special meeting be called by the President, the place of meeting shall be designated by the board of directors.
Section 209. Notice of Meetings. Notice of annual and special meetings shall be furnished to each member by mail, by fax, or by email as provided in T.C.A. Sections 48-57-105 and 48-57-106. If such notice is given by mail, it shall be given no more than thirty (30) days and no less than fifteen (15) days in advance. If given by fax or email, it shall be given no more than thirty (30) days and no less than ten (10) days in advance of the meeting. Notice of regular monthly meetings may be furnished by the newsletter as provided in Section 814, and notice of special meetings in the newsletter provided in Section 814 shall comply with the requirements of this section, provided the newsletter shall be mailed or emailed no more than forty-five (45) days and no less than ten (10) days in advance. The internet website should contain an additional notice of all membership meetings from the date of call of the meeting to the date of the meeting.
Section 210. Closing of Membership Books or Fixing of Record Date. The membership books of the corporation shall not be closed for the purpose of fixing a record date of those entitled to notice of a meeting. However, the board of directors may fix in advance a date as the record date for any such determination of members entitled to notice of or to vote at a meeting, such date in any case to be not less than twenty-two (22) days prior to the date of the meeting or the action proposed to be taken. If no such determinations are made, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting. When a determination of members entitled to vote at any meeting of members has been made as provided in this section, such determination shall apply to any adjournment thereof. The record date of any special membership meeting called by the members as provided in Section 207 shall be the date the first member signs the demand.
Section 211. Voting Lists. The officer having charge of the membership books of the corporation shall compile, at least twenty-one (21) days before each meeting of members, a complete list of the members entitled to vote at such meeting, arranged in alphabetical order, with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting.
Section 212. Quorum. The members present at the annual membership meeting shall constitute a quorum for the transaction of business if notice of the meeting was properly given. Resolutions of the members may be passed and other business of the corporation conducted by a majority vote of those present.
Section 213. Proxies. No voting by proxy shall be permitted at a membership meeting.
Section 214. Conduct of Meetings. The president of the corporation shall, if present, call meetings of the members to order and act as chair of such meetings. In the absence of the president, any other officer of the corporation may call the meetings to order and may act as chair of such meetings, precedence being vice-president, secretary, and treasurer. In the absence of all such officers, members present may elect a chair. The secretary of the corporation shall act as secretary of all meetings of the members but, in his or her absence, the presiding officer may appoint any person to act as secretary of the meeting.
Section 215. Voting of Members. Each member entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of members, subject to the provisions of Section 201.
Section 216. Voting by Ballot. Upon demand of any member, the votes for officers and directors and any question before the meeting shall be by ballot.
Section 217. Order of business. The order of business at any annual, regular, or special meeting of the members shall, unless changed by the board of directors, be:
Calling the roll, or determining those present and entitled to vote.
Secretary's proof of due notice of the meeting.
Reading and disposal of unapproved minutes.
Reports by other officers, if applicable
Reports of committees.
Election of officers and directors (if applicable) and announcement of the results.
ARTICLE III. DIRECTORS
Section 301. General Powers. The affairs and business of the corporation shall be managed by its board of directors.
Section 302. Number. The number of directors of the corporation shall be eleven (11). This number may be changed by a bylaw duly adopted by the members subject to the provisions of Section 804. The directors shall consist of the four officers of the corporation, the immediate past president, and six directors elected as directors, to be known as directors at large. In the event the immediate past president is elected to another office or as a director during his or her one year term as immediate past president, the office of immediate past president will be vacant, and the number of directors of the corporation shall be ten (10).
Section 303. Term of Office. Each director at large shall hold office for a three (3) year term, except as otherwise provided in these bylaws, such term to expire at the annual membership meeting in the third year of the director's term and the election and qualification his or her successor. Thus there shall be two directors at large to be elected each year to serve three year terms.
Section 304. Qualifications. No person shall be a director or officer of the corporation who is not a member of the corporation and upon termination of his or her status as a member, his or her office as director or officer shall be terminated.
Section 305. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of the members. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 306. Special Meetings. Special meetings of the board of directors may be called by the president or by any two members of the board. These persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by them; however, if two (2) members of the board of directors object to the place at which the meeting is to be held, the board of directors may decide the location of the meeting.
Section 307. Notice. Notice of any special meeting of the board of directors shall be given by the secretary or president in the following manner: such notice shall be given at least ten (10) days prior to the meeting if given by mail, and at least three (3) days prior to the meeting if given by fax, by email, or by telephone call personally to each director. A director may waive any notice before or after the date and time stated in the notice. The business to be transacted need not be specifically stated unless required by law, the charter, or these bylaws. A director's attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting (or promptly after the director's arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed twenty (20) days in any one adjournment.
Section 308. Quorum. The presence of six (6) directors shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum.
Section 309. Vote. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board, unless the vote of a greater number is required by the charter, these bylaws, or by the laws of the State of Tennessee. No voting by proxy shall be permitted at a board of directors meeting. A director who is present at a meeting of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) the director objects at the beginning of the meeting (or promptly upon the director's arrival) to holding it or transacting business at the meeting; (2) the director's dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken. Members of the board of directors may participate in a meeting of the board by means of conference telephone or other communications equipment by means of which all persons can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such a meeting. Any action required or permitted to be taken at any meeting of the board of directors may be taken without a meeting if all members of the board consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmissions are filed with the minutes of proceedings of the board. Such filings shall be in paper form.
Section 310. Order of Business. At meetings of the board of directors, business shall be transacted in such order as the board may determine.
Section 311. Committees. The board of directors may, by resolution, designate committees of the board consisting of two or more directors, and may delegate to such committee or committees authority to make recommendations to the board of directors and to take limited action on behalf of the board. Such committees shall have no power to bind the board or the corporation with respect to finances or policy, but may represent the board in meetings with other groups or organizations.
Section 312. Resignation of Directors. Any director at large may resign at any time by giving written notice to the president or the secretary, subject to the provisions of T.C.A. Section 48-58-107. The board of directors may fill the post according to the same section. Section 313. Removal of Directors. Subject to the provisions of T.C.A. Section 48-58- 108, directors at large may be removed by the members either with or without just cause; however, such removal shall only be by a vote of two-thirds of the members present at a meeting at which a quorum is present and for which notice was given that one of the purposes of the meeting is removal of the director. Section 314. Vacancies. Any vacancy of directors at large occurring in the board of directors may be filled by the membership at an election at any annual, regular, or a special meeting called for that purpose. A director at large so elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. When such a vacancy occurs, the Secretary shall notify the members of the vacancy within thirty (30) days. Members may submit nominations to the board of directors pursuant to Section 812 of these bylaws.
Section 315. Ratification. The board of directors may, in its discretion, submit any contract or act for approval or ratification at any annual or regular meeting of the members, or at any special meeting of the members called for the purpose of considering such contract or act. Any contract or act that shall be approved or be ratified by a vote of a majority of the members present at such meeting at which a quorum is present shall be as valid and binding on the corporation as if it had been approved or ratified by every member of the corporation, except as otherwise provided by law, the charter, or these bylaws.
Section 316. Action Without Formal Meeting. Any action required to be taken or which may be taken at a meeting of the board of directors may be taken without a formal meeting, if all directors consent to taking such action without a meeting. The affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
Section 317. Compensation. By resolution of the board of directors, the officers and directors may be paid all or a portion of their expenses incurred on behalf of the corporation. However, directors shall not be paid a salary or other compensation, other than expenses, for attendance at any meeting of the board.
ARTICLE IV. OFFICERS
Section 401. Number and Office. The officers of the corporation shall be a president, a vice-president, a secretary, and a treasurer. An assistant secretary or assistant treasurer may be appointed as deemed necessary from time to time by the board of directors, but the assistants shall not be members of the board of directors.
Section 402. Election and Term of Office. The officers of the corporation shall be elected each year by the membership at the annual membership meeting. The term of office of each officer shall be one year, beginning with the end of the annual meeting held in each year and ending with the end of the meeting at which the term expires. If the election of officers shall not be held at such meeting, the election shall be held as soon thereafter as it conveniently can be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
Section 403. Non Elective Officers and Employees. The board of directors may authorize any officer or officers to appoint subordinate personnel. These personnel shall maintain their positions at the discretion of the officer appointing or employing them.
Section 404. Vacancies. In the event the vice-president assumes the office of president, his or her office shall not be deemed vacant. Vacancies in the offices of secretary and treasurer may be filled by the board of directors or the membership for the unexpired portion of the term of office.
Section 405. President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all meetings of the members and of the board of directors. He may sign, with the secretary or any other proper officer of the corporation so authorized by the board of directors, any deeds, mortgages, deeds of trust, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. In addition, he shall, in general, perform all duties of the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section 406. Vice President. In the absence of the president or in the event of his or her death, or inability or refusal to act, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of, and be subject to all of the restrictions upon, the president. The vice president may sign, with the secretary or other authorized officer, any instruments which the board of directors has authorized to be executed, and shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
Section 407. Secretary. The secretary shall:
Keep the minutes of the meetings of members and of meetings of the board of directors in one or more books provided for that purpose;
See that all notices are duly given in accordance with the provision of law, the charter, and these bylaws;
Be custodian of the corporate records of the corporation including but not limited to the charter and the bylaws.
Keep a register of the post office address of each member and the email address
of each member having such an address, which addresses shall be furnished to the secretary by each member;
(E) Have general charge of the membership books of the corporation; and
In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors, or which are required by law.
Section 408. Treasurer. The treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in the name of the corporation in banks which shall be selected in accordance with the provisions of these bylaws;
Keep and maintain, open to inspection by any director at all reasonable times, adequate and correct accounts of the properties and business transactions of the corporation, which shall include all matters required by law and which shall be in form as required by law;
Disburse the funds of the corporation as ordered by the board of directors;
Render to the president and secretary, or to the board of directors, whenever they may require or request it, an account of all his or her transactions as treasurer, and a financial statement in form satisfactory to them, showing the condition of the corporation;
In general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors; and
If required by the board of directors, give a bond, to be paid for by the corporation, for the faithful discharge of his or her duties, in such sum and with such corporate surety or sureties, as the board of directors shall determine.
Section 409. Assistant Secretary and Assistant Treasurer. Assistant secretaries and assistant treasurers, if any, shall in general perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors. The assistant treasurers shall, if required by the board of directors, give bonds for the faithful discharge of their duties in the same manner as the treasurer.
ARTICLE V. COMMITTEES
Section 501. Standing Committees. In addition to the committees of the board of directors authorized above, the corporation shall have two standing committees of the members. They shall be the Program Committee and the Operations Committee.
Section 502. General Committees. Other standing and temporary committees to carry out certain work of the corporation may be designated by the board of directors. Both regular and special committees may be established by the board of directors, although special committees may also be authorized, on his or her own initiative, by the president. Except as otherwise provided, members of each committee shall be members of the corporation and the president of the corporation shall appoint all committee members. The president shall be a member of each committee.
Section 503. Miscellaneous. One member of each committee shall be appointed chair by the president. Unless otherwise provided, the committee members present at a committee meeting shall constitute a quorum for the transaction of business if notice of the meeting was properly given, and the act of a majority of the committee members present at the meeting shall be the act of the committee.
ARTICLE VI. CONTRACTS AND FINANCES
Section 601. Contracts. The board of directors may authorize any one or more officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 602. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. If more than five hundred dollars ($500.00) is involved, such action must be ratified by the membership.
Section 603. Funds. All funds of the corporation shall be deposited from time to time to the credit of the corporation in those banks or other depositories which the board of directors may select. Signers of checks and other bank documents shall be determined, both as to number and person, by the board of directors. In the absence of such determination, such instruments shall be signed by the treasurer.
Section 604. Preservation of Assets. Assets of the corporation shall not be sold, mortgaged, leased, or otherwise disposed of or encumbered, except in due course of business, without approval of the board of directors. If more than one thousand dollars ($1,000.00) is involved, such action must be ratified by the membership.
Section 605. Audits. Auditors may be designated by the board of directors prior to the close of business in each fiscal year, who shall audit and examine the books of account of the corporation, and shall certify to the board of directors and the members the annual balances of the books which shall be prepared at the close of the fiscal year by, or under the direction of, the treasurer. No officer or director of the corporation, and no firm or corporation in which such officer or director has an interest or is a member, shall be eligible to discharge the duties of auditor.
Section 606. Bonds. If deemed advisable by the board of directors, any officer, in addition to those specifically authorized herein, shall give a bond, at the expense of the corporation, for the faithful performance of his or her duties, in such sum and with such corporate surety or sureties as the board of directors shall determine; or, if deemed advisable by the board of directors, blanket position bonds may be obtained by the corporation for those officers, directors, and employees who, in the discretion of the board of directors, should give such bonds, in such form and with such corporate surety or sureties as the board of directors shall determine.
Section 607. Gifts. The board of directors may accept, on behalf of the corporation, any contribution or gift for the general purpose or for any special purpose of the corporation. The board of directors may, by resolution, delegate to the Treasurer the authority to accept such gifts, within such limits and upon such terms as the board may set.
ARTICLE VII. DUES AND MEMBERSHIP
Section 701. Annual dues. The board of directors shall have the authority to fix dues for the members, in such amount as it shall determine, subject to vote of the members at the annual membership meeting. The board of directors may allow a reduction in dues to any member who is a full time student or is 65 years of age or older. In addition, the board of directors may establish a dues structure to encourage family memberships.
Section 702. Default and Termination of Membership. When any member shall be in default in the payment of dues for a period of sixty (60) days from the date of his or her dues renewal, his or her membership may be terminated by the board of directors in the manner provided in these bylaws. The board of directors may, by resolution, delegate to the Treasurer or any other officer or director the authority to exercise this authority, on such terms as it shall deem advisable, while complying with the requirements of these bylaws. In addition, the board of directors may, by resolution, provide for a leave of absence with suspension of dues, while continuing membership benefits, to any member(s) who may be called or recalled to active duty in any component of the United States armed forces, on such terms as the board may decide. In addition, special circumstances may be considered by the board.
Section 703. Certificates of Membership. The board of directors may provide for the issuance of certificates of membership in the corporation, which shall be in such form as may be determined by the board. The certificates shall be signed by the president and the secretary.
ARTICLE VIII. MISCELLANEOUS
Section 801. Books and Records. As required by T.C.A. Section 48-66-101, the corporation shall keep as permanent records minutes of all meetings of its members and the board of directors, including a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors which may be authorized by Section 310. In addition minutes shall also be kept of those committees which shall be so authorized by Sections 501 and 502… The corporation shall keep complete and correct books and records of accounts. All books and records of the corporation may be inspected by any member at any reasonable time. Those responsible for the books and records are set out elsewhere herein. The books and records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time. The corporation shall keep at its principal office the minutes of all meetings of the board of directors for the past three years plus those records which are required by T.C.A. Section 48-66-101(e), which are as follows:
its charter or restated charter and all amendments to it currently in effect;
its bylaws which are currently in effect;
resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members;
the minutes of all meetings of members and records of all actions approved by the members for the past three years;
all written communications to members generally within the past three years, including the financial statements furnished for the past three years;
a list of the names and business or home addresses of its current directors and officers; and
its most recent annual report delivered to the secretary of state.
Section 802. Fiscal Year. The fiscal year of the corporation shall begin on the first day of November in each year and end on the last day of October in each year.
Section 803. Seal. No seal shall be required for this corporation.
Section 804. Amendments to Bylaws. These bylaws may be amended, added to, or repealed and new bylaws adopted either by mail ballot or by resolution at any regular, annual, or special membership meeting to which notice was sent to all members as provided herein. An amendment to the bylaws must be approved by two thirds (2/3) of the votes cast or a majority of the voting power, whichever is less, except that an amendment which relates solely to the dues required for membership and which establishes or changes a specific amount for dues must be approved by only a majority of the members present and voting.
Section 805. Amendments to Charter. Amendments to the charter may be proposed by the Board of Directors or by resolution of the members at the annual membership meeting or any regular or special membership meeting to which notice was mailed to all members. Proposed amendments to the charter must be submitted to the membership by mail ballot. The secretary shall mail to each member a copy of the proposed amendment, and the members shall within ten (10) days mark and return their ballots to the secretary for counting. The secretary shall count the returned ballots and report the results to the membership and the board of directors and take such other action as may be appropriate. Two thirds (2/3) of the votes cast and returned to the secretary in favor of the amendment shall be required for approval. As an alternative, if the board of directors or the members seek to have the proposed amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with Section 209. The notice must state that one purpose of the meeting is to consider the proposed amendment, and must contain or by accompanied by a copy or summary of the amendment. Two thirds (2/3) of the votes cast at such meeting in favor of the amendment are required for approval.
Section 806. Shares. The corporation shall not have or issue shares, pay dividends, or distribute income of the corporation to its members, directors, or officers.
Section 808. Gender. The use herein of one gender is for brevity and convenience only, and shall be deemed to include persons of both sexes, or to include plurals whenever the text would so require.
Section 809. Waiver of Notice. Whenever any notice is required to be given under the provisions of law or by these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, shall be deemed equivalent to giving of such notice.
Section 810. Registered Office. The registered office of the corporation in the State of Tennessee shall be determined from time to time by the board of directors.
Section 811. Nominations for Officers and Directors. Nominating letters may be transmitted to the Secretary not later than September 1, each such letter stating the office to which the nomination is made and the name of the member nominated to the office, and signed by a member in good standing. The letters shall be turned over to a Nominating Committee, which may, in the discretion of the board of directors, be composed of the board of directors itself. The board of directors may by resolution make nominations for officers and directors, and shall consider the nominating letters received but not be bound by them. Members may make nominations from the floor at any meeting at which an officer or director is to be elected.
Section 812. Election of Officers and Directors. A plurality of votes cast in any election is sufficient for election. The election results shall be officially announced at the meeting at which the election is held.
Section 813. Newsletter. By resolution of the board of directors or by the membership, the corporation may publish and distribute a regular newsletter to all members. The newsletter can contain official notice of all membership meetings, including the purpose of the meeting and any office to be filled, and any other pertinent information relating to the purposes and programs of the corporation. An Editor shall be appointed by the president with the approval of the board of directors. The distribution of the newsletter may, in the discretion of the board of directors, be either by mail, fax, or email. The board of directors shall have the authority, but is not required, to let the members elect which type of transmission of the newsletter each prefers.
Section 814. Policies and Priorities. The establishment of policy and the designations of priorities for the corporation shall be by resolution of the membership, approved by either mail ballot or majority vote at (1) the annual meeting of members, (2) any regular meeting of members, or (3) a special meeting of members to which notice has been mailed to the members.
Section 815. Code of Conduct. A Code of Conduct to be adhered to by all members, including honorary members, shall be adopted and kept in force. The Code shall include, but not be limited to, guidelines of Star Party Etiquette. The board of directors shall propose the Code of Conduct which shall be submitted to the regular membership for approval and adoption. Members who violate the provisions of the Code of Conduct may, by action of the board of directors, be warned, admonished, suspended from membership not to exceed three months, or terminated from membership. Actions for suspension or termination shall be carried out as provided in Section 203 above.
Section 816. Temporary Code of Conduct. Until the Code of Conduct is adopted as provided in Section 816 above, the following provisions shall serve as a temporary code of conduct for the Barnard-Seyfert Astronomical Society:
Alcoholic beverages are not to be consumed at any Society event.
No Society member or guest shall arrive at or participate in any Society event when intoxicated.
Illegal substances shall not be used at any Society sponsored event.
No Society member or guest shall arrive at or participate in any Society event while under the influence of any illegal substance.
No Society member shall perpetrate any action or actions that are likely to endanger the harmony, welfare, or good order of the Society; this shall include the guidelines of Star Party Etiquette which may be adopted.
Any violation of the above may result in suspension or termination of membership.
Adopted by a vote of the membership on 21 July 2011