of the Pacific Planetarium Association, Inc.
1. Registered Office and Agent: The registered or statutory office of the corporation in the State of Nevada is located at 429 Marsh Ave. Reno, Nevada 89509. The registered, statutory resident agent of the corporation is Michael Lehners, Esq. and is located at 429 Marsh Ave. Reno, Nevada 89509.
2. Other places of business: Branch or subordinate offices or other places of business may be established at any time by the Board of Directors at any place or places where the corporation is qualified to do business. The regular business mailing address of the corporation is in care of the Secretary.
ARTICLE TWO: SHAREHOLDERS
1. Shareholders: As the corporation is not organized for pecuniary profit, there shall be no stock issued and no shareholders.
ARTICLE THREE: BOARD OF DIRECTORS
1. Number and Term of Office. The Board of Directors shall consist of three. The term of office shall be six (6) years and the term of offices shall be staggered so that one Director shall be elected each odd-numbered year. The election of each Director shall be conducted on the Third Tuesday of December of each odd-numbered year. In each election, the President shall solicit nominations from the General Members. The General Members shall thereafter elect the Director from the names so solicited. Every General Member of the Pacific Planetarium Association, Inc. shall be eligible to be elected a Director.
2. Regular Meetings. The Board of Directors shall hold one general meeting each odd numbered year, at the time and place specified in the Articles of Incorporation. Other meetings may be called by a majority vote of the Board of Directors.
3. Special Meetings. A special meeting of the Board may be called at any time by the President or by the Directors for any purpose. Such meeting shall be held upon not less than five days notice. If given orally (either by telephone or in person), or by telegraph, or upon not less than ten days notice if given by depositing the notice in the United States Mail, postage prepaid. Such notice shall specify the time, place and purposes of the meeting.
4. Action Without Meeting. The Board may act without a meeting if, prior to such action, each member of the Board shall consent in writing thereto. Such consent or consents shall be filed in the minute book.
5. Quorum. A majority of the entire Board shall constitute a quorum for the transaction of business.
6. Vacancies in Board of Directors. Vacancies in the Board, whether caused by removal, death, mental or physical incapacitation or any other reason, including vacancies caused by an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors, even though less than a quorum of the Board, or by a sole remaining Director.
ARTICLE FOUR: NOTICE AND WAIVERS OF NOTICE
1. Prerequisites. Notices for any meetings of the Board shall be sent to all members of the Pacific Planetarium Association. Any notice required by these Bylaws, the Articles of Incorporation or the law of the State of Nevada may be waived in writing by any person entitled to notice. The waiver or waivers may be executed either before, at, or after the event with respect to which notice is waived. Each Director or member attending a meeting without protesting the lack of proper notice, prior to the conclusion of the meeting, shall be deemed conclusively to have waived such notice.
1. Executive Council. The officers of this Association shall consist of a President, a Secretary, a Treasurer, and a Past President. Together these officers shall comprise the Executive Council of the Association. The Offices of Secretary and Treasurer may be held by one person.
2. Term of Office. All officers shall serve two-year terms, beginning in even numbered years, at the moment of Earth’s perihelion, as determined each year from the Astronomical Almanac.
3. Election. Every General Member of the Pacific Planetarium Association, Inc. shall be eligible to serve as an officer.
A. Elections shall take place in odd numbered years. The President shall formally solicit nominations and seconds for candidates for President and Secretary/Treasurer at the Spring meeting of the election year. The names of all nominees from this meeting shall be made known in writing to the membership before the Fall meeting.
B. Additional nominations for President and Secretary/Treasurer shall be solicited at the Fall meeting. If, at the close of nominations at the Fall meeting, there shall be only one nominated candidate for either office, the election for that office shall be held forthwith, by show of hands or voice vote.
C. If two or more candidates have been nominated for a particular office, the balloting shall be by mail. The President shall appoint an Election Chairperson, who shall not be either a candidate or a member of the Executive Council. The Election Chairperson shall, within two weeks, print and mail to all general members, ballots containing the names of all candidates for President and/or Secretary/Treasurer. Ballots must be returned to the Chairperson within two weeks of mailing. The Election Chairperson shall tabulate the results and certify them to the Executive Council.
4. Duties and Authority of President.
A. The President shall be chief executive officer of the Corporation. Subject to the authority of the Board, the President shall have general charge and supervision over, and responsibility for, the business and affairs of the corporation. Unless otherwise directed by the Board, all other officers shall be subject to the authority and supervision of the President.
B. The President may enter into and execute in the name of the corporation, contracts or other instruments in the regular course of business or contracts or other instruments not in the regular course of business which are authorized, either generally or specifically, by the Board. The president shall have the general powers and duties of management usually vested in the office of President of a corporation.
C. The President shall serve as chief executive officer of the Association. The president shall conduct all official meetings, and act as an official spokesperson of the Association before the public.
D. The President shall arrange for publication and distribution to all members every year the following minimum: two issues of the President’s Newsletter; one Membership Directory; timely announcements of all general and business meetings of the Association.
E. The President shall have the authority to establish committees to discharge such business of the Association as the President may see fit. The President shall appoint committee chairpersons, who shall have the right to choose other members to serve. All committee members shall be general members of the Association. Committees shall exist for one year from the date of the chairperson’s appointment, unless renewed by the President for a longer term.
F. The President shall appoint a representative of the Association to serve as a member of the Council of the International Planetary Society, Inc., as provided in the Constitution and Bylaws of that body.
5. Duties and Authority of the Secretary.
A. The Secretary shall cause notices of all meetings to be served as prescribed in these Bylaws and shall keep, or cause to be kept, the minutes of all membership meetings and meetings of the Board.
B. In the event that the President is absent from any official meeting or other function of the Association, the Secretary shall temporarily assume the office until the President shall return.
C. The Secretary shall be in charge of the seal of the corporation.
D. The Secretary shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President or the Board.
6. Duties and Authority of the Treasurer.
A. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the corporation. The Treasurer shall perform such other duties and possess such other powers as are incident to that office or as shall be assigned by the President or the Board.
B. A complete Treasurer’s report, showing itemized expenditures and sources of revenue, shall be prepared and presented at each business meeting by the Treasurer, and printed copies will therein be made available to interested persons. Additionally, a printed Treasurer’s report shall be included in at least one mailing to the complete membership every year. Travel expenses for any officer or member, with the exception of the Association’s representative to the International Planetarium Society, must be approved by at least two-thirds vote of the General Members present at any business meeting.
7. Duties and Authority of the Past President. The President, upon the expiration of the his or her term of office, shall assume the office of Past President. The Past President shall serve in an advisory capacity to the other officers upon request during his term of office.
8. Salaries. No officer of the Association shall receive any salary for services rendered to the Association.
9. Removal of Officers. The Board may remove any officer or agent of the corporation if such action, in the judgment of the Board, is in the best interest of the corporation. Appointment or election to a corporate office shall not, of itself, establish or create contract rights.
10. Vacancies in Offices. The Board, in its absolute discretion, may fill all vacancies in offices, regardless of the cause of such vacancies, for the remainder of the terms of the offices.
ARTICLE SIX: MEMBERSHIP IN THE CORPORATION
1. Classes of Membership. There shall be three classes of membership in the Association: General, Corporate, and Honorary.
2. General Membership. General membership in the Association shall be open to any person with an interest in planetariums who lives in any of these states: Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Washington, or anyone interested in the Pacific region. General members shall pay annual dues of $10. These shall be payable at the time of the Fall meeting, and shall cover the following calendar year. Those joining the Association at other times shall pay dues of $10 which shall cover the remainder of the calendar year in which they join.
3. Corporate Membership. Corporate membership in the Association shall be open to business firms or others having an interest in the affairs of the Association. Annual dues shall be $50, payable in the Fall to cover the following calendar year. Corporate members shall receive all mailings and have the right to attend all meetings, but shall not have the right to vote or to hold office.
4. Honorary Membership. Honorary membership in the Association shall be reserved for people who have made extraordinary contributions to the advancement of the planetarium field. Honorary membership may be achieved only through nomination and seconding by two different general members, and the subsequent “aye” votes of at least two-thirds of the general members present at a meeting of the Association. Honorary members shall remain such for life, shall receive all mailings and have the right to attend all meetings without the payment of dues. The right to vote and the right to hold office shall not accrue to honorary membership, but any honorary member shall have the right to join as a general member as well if he or she qualifies as set forth in paragraph 2. above.
ARTICLE SEVEN: MEMBERSHIP MEETINGS
1. Frequency of Meetings. The Pacific Planetarium Association shall hold at least one membership meeting per year.
2. Location of Meetings. Recognizing that the Pacific Planetarium Association is comprised of members from diverse geographic locations, it shall be the policy that two subsequent meetings shall not be held in the same geographic area. It shall further be deemed desirable that general meetings be held in each of the states where the Pacific Planetarium Association has general members, from time to time. Meeting locations shall be determined by majority vote of the Executive Council, not less than one year in advance of each meeting.
3. Hosting a Meeting. Any General Member who works in a planetarium shall have the right to submit an invitation to the Pacific Planetarium Association to meet there, provided he or she has the authority to do so. All membership meetings must be officially sponsored and endorsed by a planetarium whose director (or equivalent) is a General Member of the Association.
4. Business Meetings. Each membership meeting of the Pacific Planetarium Association shall include a formal business meeting, at which General Member in good standing shall have one vote. The date, time, and place of the business meeting shall be specifically announced in writing to all members in advance. A quorum shall consist of ten (10) or more General Members. If 9 or fewer General Members shall appear, no official business meeting may be convened on that occasion.
ARTICLE EIGHT: AMENDMENTS TO AND EFFECT OF BYLAWS
1. Force and Effect of Bylaws. These Bylaws are subject to the provisions of the law of the State of Nevada and the corporation’s Articles of Incorporation, as it may be amended from time to time. If any provision in these Bylaws is inconsistent with a provision in the State statutes or the Articles of Incorporation, the latter shall govern.
2. Amendments to Bylaws. These Bylaws may be altered, amended, or repealed by a two-thirds majority vote at any official business meeting of the Association, provided that a complete text of proposed amendments, additions, and/or deletions has been mailed to the complete membership at least thirty days in advance of that meeting. General members unable to attend that meeting shall have the right to vote on the proposed amendment(s). The Secretary shall be responsible for providing mail ballots for this purpose, and for collecting and tabulating them.
3. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January of each year.