By-Laws of Friends of the Zeiss

 

I. Board of Directors –

 

The Board of Directors shall consist of five individuals, each one dedicated to the mission of Friends of the Zeiss, as stated in the Mission of Organization Statement.

 

A. The members of the original Steering Committee of Friends of the Zeiss, at the organization’s inception as an informal non-for-profit organization on 2002 April 4, shall be the first Board of Directors of Friends of the Zeiss.

 

B. A vacancy in a seat on the Board of Directors, occasioned by the death, resignation, or disqualification of a Board member, shall be filled, by secret ballot, by a majority vote of the remaining Directors, following an interview process. Such a vote shall occur at the Annual Meeting, or at a Special Meeting called for that purpose.

 

C. Resignations from the Board of Directors shall be transmitted to the Board Secretary. Should a member of the Board of Directors fail to participate in meetings, or if absent from a meeting fail to vote on issues by the vote-by-electronic mail procedure, for more than one year, the Secretary shall declare that said Board member is disqualified and the Board of Directors seat as vacant. A Board member may also be disqualified, for cause, by the three-fourths vote, by secret ballot, of all other Board members at the Annual Meeting, or at a Special Meeting called for that purpose.

 

II. Officers –

 

The Board of Directors of Friends of the Zeiss shall include three officers. Each officer shall hold office until their successors are elected and qualified by a majority vote of the Board of Trustees. One member of the Board of Directors may hold two or more offices, as determined by a majority vote of the Board of Directors.

 

A. Chairman – The Chairman shall be the chief executive officer of the organization and shall preside over all meetings. Upon the absence of the Chairman, the Secretary shall assume the duties of the Chairman. The Chairman shall provide written notice (this can include electronic mail), to all members of the Board of Directors, of any expected absence or inability to perform the duties of the office. By written notice to all members of the Board of Directors, the Chairman can announce that he will resume his duties of office.

 

B. Secretary – The Secretary shall keep and maintain all records of the organization, and shall keep minutes of all meetings of the Board of Directors. The Secretary shall see to it that all public records (as determined by the Board of Directors), including meeting minutes, are available for public review and/or

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posted on the Friends of the Zeiss web site. The Secretary shall also assume the duties of the Chairman, upon written notice from the Chairman of his expected absence or inability to perform his duties.

 

C. Treasurer – The Treasurer shall be the chief financial officer for the organization and shall keep all books of account and other financial records. The Treasurer shall have custody of all organization funds and securities, including bank-books and other financial documents for deposited and invested funds,

 

The Treasurer shall be responsible for the payment of all bills and warrants by check. Such checks must be signed by the Chairman and the Treasurer. In the case

that the offices of Chairman and Treasurer are occupied by the same Board member, the Board of Directors shall select a second person to countersign all checks. A listing of all bills and warrants paid, and those yet to be paid, shall be provided to the Board of Directors as part of the Quarterly Financial Report.

 

The Treasurer shall prepare Quarterly and Annual Financial Reports for distribution to the Board of Directors. Quarterly Financial Reports shall be distributed within 30 days of the end of the calendar quarter. Annual Financial Reports shall be distributed no less than two weeks prior to the Annual Meeting of the organization. Such reports shall be distributed by U.S. Mail or electronic mail.

 

The Treasurer shall be responsible for preparing financial records for any audit or review, by any auditing firm or governmental agency, and shall seek bids for auditing firms as directed by the Board.

 

III. Committees –

 

            As the need arises, committees shall be authorized by the Board of Directors, with members appointed by the Chairman. Members of Friends of the Zeiss, who are not members of the Board of Directors, may be appointed to committees.

 

IV. Compensation –

 

No member or officer of the Board of Directors shall receive any compensation, unless receiving prior approval by a two-thirds vote of the Board of Directors.

 

V. Meetings –

 

The Board of Directors shall meet for two types of Regular meetings:

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A. Annual Meeting: on or near (within two weeks of) the date of the Vernal Equinox.

B. Quarterly Meeting: on or near (within two weeks of): Vernal Equinox (this can coincide with the Annual Meeting), Summer Solstice, Autumnal Equinox, and Winter Solstice.

 

The Secretary shall transmit (by U.S. Mail or electronic mail) the notice of meeting (including meeting date, time, and location) and meeting agenda to each member of the Board of Directors no less than two weeks prior to the Regular meeting date.

 

Special, Adjourned, and Emergency meetings of the Board of Directors can also be called.

 

Special Meetings of the Board of Directors may be called by either the Chairman or by a majority of the Board of Directors, by sending a written notice (by either U.S. Mail or electronic mail) to the Secretary; the Secretary must receive such written notice three weeks prior to the requested date of a Special Meeting. The Secretary shall transmit (by U.S. Mail or electronic mail) the notice of meeting (including meeting date, time, and location) and meeting agenda to each member of the Board of Directors no less than two weeks prior to the Special Meeting date. Special Meetings can coincide with a Regular Meeting, provided that the notice requirements of the Special Meeting are fulfilled.

 

Adjourned Meetings, where the original meeting failed to meet the quorum requirement, shall be scheduled within three weeks of the original meeting date. The Secretary shall transmit (by U.S. Mail or electronic mail) the notice of meeting (including meeting date, time, and location) and meeting agenda to each member of the Board of Directors no less than two weeks prior to the Adjourned Meeting date.

 

Emergency Meetings can be called by the Chairman by sending written notice (by U.S. Mail or electronic mail)  to the Secretary within 48 hours of the requested date and time of the Emergency Meeting. The Secretary shall transmit (by U.S. Mail or electronic mail) the notice of meeting (including meeting date, time, and location) and meeting agenda to each member of the Board of Directors no less than 24 hours prior to the Emergency Meeting date and time.

 

Attendance of two members of the Board of Directors shall constitute a quorum at any Regular, Special, Adjourned, or Emergency meeting of the Board of Directors or any designated Committee of the Board of Directors. Decisions by vote shall require an affirmative vote of a majority of the members of the Board of Directors.

 

 

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Should any vote not receive an affirmative vote of a majority of the Board members, due to the absence of a majority of members at a Board meeting, then the votes of Board members not attending the meeting can be registered by electronic mail within a week after the conclusion of the meeting. The Secretary shall tally and report the results of all votes, including votes by electronic mail. To vote by electronic mail, each Board member shall register their official electronic mail address with the Secretary; this official electronic mail address will be the only address the respective Board member can use to vote. The Secretary shall send an acknowledgement message, by electronic mail, for each vote-by-electronic mail message received; each acknowledgement message shall be sent within 48 hours of receipt of the vote-by-electronic mail message received.

 

All Regular, Special, Adjourned, and Emergency Board of Directors meetings and Board Committee meetings shall be open to the public with notice of meeting (including

meeting date, time, and location) and meeting agenda placed on the Board of Directors page of the Friends of the Zeiss web site no less than two weeks prior to the meeting date, although in the case of an Emergency Meeting, meeting notice and agenda must be posted within 24 hours of the Emergency Meeting date. Any member of the public shall be permitted to address the Board of Directors for five minutes or less, at the beginning of the Board meeting following the determination of quorum. If the member of the public wishes their comments to be included in the meeting minutes, then they shall transmit a copy of their comments to the Secretary, by electronic mail, within 48 hours after the conclusion of the Board meeting.

 

Meeting agendas shall follow the following Order of Business:

 

1. Calling meeting to order.

2.  Roll call; determination of quorum.

3.  Public Comments.

4.  Consideration and approval of previous meeting minutes.

5.  Report and consideration of correspondence.

6.  Communications from and reports of committees.

7.  Reports of officers: Chairman, Secretary, Treasurer.

8   Old Business.

9.  New Business.

10. Adjournment.

 

VI. Membership in Friends of the Zeiss –

 

Any person dedicated to the mission of Friends of the Zeiss, as stated in the Mission of Organization Statement, may become a member of Friends of the Zeiss. Persons may join Friends of the Zeiss in two ways:

 

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1. Regular Membership - By payment of the annual membership fee, which is set by the Board of Directors.

2. Special Membership - By appointment by the Chairman, with approval of, and for a length of term determined by, the Board of Directors.

 

Members of Friends of the Zeiss will receive annual and quarterly reports and meeting notices and other relevant news reports and news releases by electronic mail. Members may also choose to receive periodic reports of news of interest in astronomy and other sciences by electronic mail.

 

VII. Amendment of By-Laws –

 

These By-Laws, or any section thereof, may be amended or repealed by a two-thirds vote of the Board of Directors at the Annual Meeting, or at any special meeting called for that purpose, provided the resolution be presented to the Secretary in writing at least 30 days prior to date when said matter is to be voted upon.

 

The Secretary shall transmit (by U.S. Mail or electronic mail) a copy of the proposed resolution, along with the notice of meeting (including meeting date, time, and location) and meeting agenda, to each member of the Board of Directors no less than three weeks prior to the Annual Meeting or Special Meeting date when said matter is to be voted upon. This requirement shall supersede the normal meeting notice requirements for Annual and Special Meetings, when a By-Laws amendment is to be considered.

 

 

 

Final Draft of By-Laws: 2008 August 20

Presented to Steering Committee for Ratification:

By-Laws Ratified: