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  • Articles of Incorporation

    June 30, 1995

    Updated: 10/25/96 and 4/9/98

    Article I – Statutory Requirements

    Section A:

    The name of this organization shall be the Southwest Montana
    Astronomical Society,Inc.; hereafter referred to as SMAS, the
    “Society” or as the “corporation”.

    Section B:

    This corporation is a public benefit corporation incorporated
    under the law of Montana.

    Section C:

    The name, street and mailing address of this corporation’s
    registered office and agent are:

    Michael L. Murray, c/o Museum of the Rockies, 600 W. Kagy Blvd.,
    Bozeman, MT 59717.

    Section D:

    The name and address of the incorporator of this corporation:

    Michael L. Murray, c/o Museum of the Rockies, 600 W. Kagy Blvd.,
    Bozeman, MT 59717.

    Section E:

    This corporation will have members.

    Section F:

    Dissolution procedures provided by Article XIII are consistent
    with law of Montana.

    Article II – Purpose

    Said corporation is organized exclusively for charitable,
    educational, and scientific purposes, including the promotion of the
    study of astronomy through instruction, lectures, public viewing, and
    astronomical conventions. No substantial part of the activities of the
    corporation shall be the carrying on of propaganda, or otherwise
    attempting to influence legislation, and the corporation shall not
    participate in, or intervene in (including the publishing or
    distribution of statements) any political campaign on behalf of or in
    opposition to any candidate for public office. Notwithstanding any other
    provision of these articles, the corporation shall not carry on any
    other activities not permitted to be carried on (a) by a corporation
    exempt from federal income tax under section 501(c)(3) of the Internal
    Revenue Code, or the corresponding section of any future federal tax
    code, or (b) by a corporation, contributions to which are deductible
    under section 170(c)(2) of the Internal Revenue Code, or corresponding
    section of any future tax code.

    Article III – Membership

    Section A:

    Membership shall be open to anyone interested in the purpose
    stated in Article 2, and who complies with such rules and regulations as
    are stated in these Articles. Membership shall not be denied on the
    basis of race, color, religion, or national or ethnic origin.

    Section B:

    Categories of membership shall be established based upon support
    of SMAS. There shall be two categories of membership.

    The criteria for membership application shall be payment of dues
    corresponding to the following membership categories:

    1. Regular Member – General voting privileges and subscription to
      announcements and meeting notices with dues as set forth in Article IX.
      A regular member may choose to pay an additional fee for a subscription
      to “Astronomy” or “Sky and Telescope”, as set forth
      in Article IX.
    2. Family Membership – Consists of extension of the privileges of
      the primary member to others using the same address. Only those which
      are identified to the SMAS Treasurer at the time of dues payments, and
      for which the additional family member amounts are paid are considered
      members. Once paid, a family member is simply another member in the
      same membership category. Dues and fees for family member extensions
      shall be as set forth in Article IX.

    Section C: 

    Any member who fails to pay any indebtedness due SMAS within thirty (30)
    days after receipt of written notice from SMAS shall forfeit his good
    standing.  Only members in good standing may exercise the voting privilege
    and hold office in SMAS.  No solicitation by any SMAS member to SMAS
    members is permitted,violation may result in forfeiture of membership.

    Article IV – Officers and their Election

    Section A:

    1. There shall be four elected officers: President,
      Vice-President, Treasurer, and Secretary.
    2. Officers shall be elected by ballot annually at the regular
      December meeting. However, if there is but one nominee for any office,
      election for that office may be by voice vote.
    3. Prior to the regular December meeting of SMAS, a nomination
      committee shall determine and present a slate of candidates for each
      office to the membership at the regular December meeting. Additional
      nominations may be made from the floor.
    4. Only those persons who have signified their consent to serve
      if elected shall be nominated for elected office. Written consent must
      be shown if the person is not present when nominated.
    5. Officers shall assume their official duties following the
      close of the regular December meeting.
    6. The holding of elected office shall be restricted to any
      currently active member of SMAS, and to those members defined as
      legally adult in Montana.

    Section B:

    1. There shall be a nominating committee consisting of three (3)
      members, one of whom shall be selected by the Board of Directors from
      its body, and the balance by SMAS members at a regular October meeting.
      The president of SMAS may not serve on the nominating committee. The
      nominating committee shall select its own chairman.
    2. The nominating committee shall select one (1) nominee for each
      office to be filled and shall report by mail prior to the December

    Section C:

    1. A vacancy occurring in any office shall be filled for the
      unexpired term by a person elected by a majority vote of the Board of

    Section D:

    1. An Elected or Appointed officer may be removed from office
      only by action of the Board. A petition signed by at least three (3)
      Board members and three other SMAS members requesting a removal is the
      initiating action. Each of the signers of the petition must each have
      been SMAS members for 3 or more consecutive and current years. A motion
      approved by the Board to review such a petition shall impose an
      immediate and temporary suspension of the officer being reviewed. An
      alternate pro tem officer shall be immediately appointed, so that any
      delay in resolution does not leave the office vacant or inactive. The
      pro tem officer shall not have voting privileges on the Board, however.
      The Board shall review the petition at one regular Board meeting and
      vote upon it at the next regular Board meeting. A 2/3 majority of Board
      Members present, providing there is a quorum, is required for removal
      of an officer.

    Article V – Duties of Officers


    The President shall be executive officer of SMAS, and shall
    preside at all meetings of SMAS and the Board of Directors. He shall be
    ex officio member of all standing committees, excluding the Nominating

    Vice President

    The Vice President shall be Chairman of the Program Committee. He
    shall preside over meetings of SMAS and the Board of Directors in the
    absence of the President.  He shall work with the executive board to
    create a calendar of events for SMAS. He shall advertise all SMAS events.


    The Treasurer shall receive fees from all members as well as
    registration fees for the Montana Starwatch, as provided in Article VII;
    he shall deposit these monies in a checking account approved by the
    Board of Directors. He shall make disbursal upon the approval of the
    President or Board of Directors. He shall keep the Society’s financial
    records and sign all checks. The President shall be authorized to sign
    checks if necessary, due to the unavailability of the Treasurer. The
    Treasurer shall make an annual report of SMAS’s finances at the December
    meeting and at such other times as requested by the President or Board
    of Directors. He shall be responsible for transmitting all subscription
    and renewal fees. He shall bill and collect funds for membership dues.


    The duty of the Secretary shall be to keep minutes of all regular
    and Board meetings. The Secretary shall also carry on such
    correspondence as is necessary.

    Article VI – Board of Directors

    Section A:

    1. The Board of Directors shall consist of the four elected
      officers and three Board Members at Large (elected from the
      membership). The Board shall select a Parliamentarian from its
      membership. The Board shall determine policies and activities and have
      general management of the organization. The President shall serve as
      chairman; and it is his duty to call meetings of the Board as needed or
      requested by three or more Board members.
    2. Each of these Board Members shall be nominated by the
      membership at the October meeting, with elections held at the regular
      December meeting, and may not be nominated by a present member of the
      Board. A Board member shall serve for a one year term.

    Section B:

    1. One person may hold appointed office in addition to elected
      office. One person may not hold more than one elected office, except
      for temporary terms of appointment by the Board. Only one vote per
      person is allowed in any case. The quorum requirement shall be based on
      a count of people, as if all offices are separately held.

    Section C:

    1. The Board of Directors shall negotiate advantageous terms for
      magazine subscriptions, organization memberships and other services or
      privileges offered in membership categories. Results of negotiation
      shall be recorded in the Standing Rules and approved by member vote
      prior to being effective.

    Section D:

    1. It shall be the responsibility of the Board of Directors to
      prepare a budget for the fiscal year beginning the 1st day of January
      and submit it to the membership for approval at the regular December
      meeting. They may from time to time submit for approval supplements to
      the budget for the current fiscal year.
    2. The budget must not exceed the annual revenues from dues and
      interest income unless a specific directed donation is accepted, or a
      specific fund is raised. A discretionary amount must be specified in
      the budget to provide the Board with a fund for quick reactions.
    3. The authority of the Board to commit funds shall be restricted
      to the amounts specified in the budget. The Board must seek and receive
      a majority vote in a Regular meeting in order to exceed the budget.
      When an outside influence, such as assessment for electricity, causes
      an expense increase beyond its budgeted amount, then the Board should
      pay first and amend the budget at the next regular meeting. When a SMAS
      project exceeds its plan, then the project and plan must be reviewed,
      revised, or canceled before payment by SMAS. The Board is not
      authorized to proceed with a SMAS plan which exceeds its budget.

    Article VII – Meetings

    SMAS shall hold Regular Meetings the last Friday of each month,
    except in November and December, when SMAS will meet on a Friday in
    December selected by the Board. SMAS shall hold such other meetings as
    the Board of Directors or the membership may desire. All matters coming
    before any meeting are to be directed by a majority vote of members
    present, provided there is a quorum of the membership in attendance.

    For Regular Meetings, a quorum shall consist of twenty (20)
    percent of the membership. For Board Meetings, a quorum shall consist of
    five (5) Board members. Proxy votes at meetings of the Board of
    Directors are allowed. All members of the Board shall be positively
    notified of the meeting at least two days in advance of the meeting.
    Proxy designation must be written, with a specific statement of scope,
    duration, and designee of proxy.

    Article VIII – Commitees

    Section A, Standing Committees:

    1. Program Committee – The Vice President shall be chairman of
      the Program Committee. The committee shall plan programs to be
      presented at regular meetings of SMAS, as well as any special programs
      or lectures other than observing sessions, and advertise for such.
    2. Observing Committee – The Observing Committee shall be
      responsible for the planning of at least one session a month for public
      participation in sky viewing.
    3. Scientific and Technical Activities Committee – The Activities
      Committee shall provide organization, guidance, and support for member
      projects or special events of scientific or technical nature. This
      committee shall be responsible for maintenance of SMAS property and for
      scheduling the use of such facilities. The committee may negotiate for
      purpose, within budget, of equipment or dispose of property. The
      chairman shall make a full properties report at the regular December
    4. Publicity Committee – The Vice President shall be Chairman of the
      Publicity Committee, the duties shall be to:

      1. Prepare and distribute press releases and media
      2. Prepare posters and other publicity materials.
      3. Promote membership according to guidelines stated in
        the Standing Rules.
      4. Promote and coordinate all social activities.
      5. Publish the SMAS Newsletter.
    5. Montana Starwatch Committee – The duties of the Montana
      Starwatch Committee shall be to:

      1. Prepare publicity and registration material for the
        Starwatch for distribution by the Publicity Committee.
      2. Select a site for the Starwatch, subject to the
        approval of the Board. Such site shall be able to support at least 500
        viewers and telescopes.
      3. Liaison with other astronomical groups who wish to
        assist with the Starwatch.
      4. Organize sub-committees for matters such as light
        patrol, parking, food, first-aid, insurance, and prizes and awards.
      5. Remit all registration fees received to the
      6. Do any other matter necessary to the promotion and
        completion of the Starwatch.
    6. Nominating Committee – The duties of the Nominating Committee
      shall be to select one (1) nominee for each office in accordance with
      Article IV.
    7. Audit Committee – The audit committee shall consist of three
      members. They shall review the Treasurer’s report prior to the annual
      December meeting and shall issue a recommendation as to whether the
      membership should accept or reject said report.

    Section B, Other Committees:

    1. Other committees may be established, as the need arises, by
      the Board of Directors. The Board may sit as one or more of the above
      committees, excluding the Nominating Committee; and may, should they
      decide, combine committees, excluding the Nominating Committee.

    Section C:

    1. Committee chairmen, other than the Program Committee, shall be
      appointed by the President, with confirmation by a majority of the
      other elected officers. Committee chairmen may select committee members
      with the concurrence of the President.

    Article IX – Dues

    Section A, Dues:

    The amount of the annual dues for each membership category
    defined in Article III shall be set by the Board of Directors. Changes
    must be approved by a majority vote of members present at the regular
    December meeting prior to the election of new officers. SMAS shall
    operate as a private, non-profit organization. No part of the net
    earnings from dues or other sources shall inure to the benefit of, or be
    distributable to its members, trustees, officers, or other private
    persons except that the corporation shall be authorized and empowered to
    pay reasonable compensation for services rendered and to make payments
    and distributions in furtherance of the purposes set forth in Article
    Two, hereof.

    1. Regular Member – Dues shall be sufficient to cover the per
      capita costs of meeting room rental, mailing, printing, and other basic
      operating costs. An additional amount sufficient to cover the cost of a
      subscription to either “Astronomy” or “Sky and
      Telescope” magazine may be charged.
    2. Family Member – Dues shall be the amount of a Regular Member,
      plus an additional amount per extra family member to cover basic

    Section B, Exemptions:

    The Board of Directors may nominate, as an honorary member, an
    individual with privileges in any of the membership categories.
    Conveyance of the rights of such membership must be approved by a vote
    of the membership present at a regular meeting. The term of such a
    membership shall be one year but may be renewed indefinitely by a vote
    of the Board of Directors. The dues of such a membership shall be shared
    equally among the membership as an operating expense.

    Article X – Rules of Order

    Robert’s Rules of Order Newly Revised shall be the parliamentary
    authority for all matters of procedure not specifically set forth in
    these Articles.

    Article XI – Amendments

    Amendments to these Articles may be voted at any meeting where a
    quorum of twenty (20) percent of the membership is present with a simple
    majority required for passage, provided that the amendments have been
    submitted in writing at and mailed to the membership prior to the
    previous regular meeting.

    Article XII

    Precedence of Documents

    Standing Rules shall be subordinate to these Articles. Other
    publications of SMAS shall be subordinate to Standing Rules. Documents
    shall have as little overlap as is practical. Whenever possible, a new
    document shall be incorporated as an external reference to its
    immediately superior document. Explicit statements of precedence and
    reference must be contained in new documents.

    SMAS Trusts and Endowments

    Donations or conveyances to SMAS of any type or form shall be
    accepted only if their terms and conditions are compatible with these
    Articles. Suitability shall be determined by the Board of Directors. No
    special requirements of a donation shall be binding unless ratified
    first by the Board and then by the membership in meetings separated by
    at least 30 days. Trust or Endowment documents shall be external,
    specified references superior to these Articles.

    Article XIII – Dissolution of SMAS

    Dissolution of SMAS shall require formal presentation of a
    dissolution motion to the membership. Three steps are required in the
    following order to dissolve:

    1. Two-thirds (2/3) vote of the Board must make a formal motion
      of dissolution to the membership. The Board must then send a Notice of
      Board Decision to dissolve to each member by certified mail (signature
      receipt required). The notice shall not contain other notices or
      information which might obscure the notice of intent to dissolve. The
      notice shall contain a specified meeting time and place for a Regular
      Meeting at which the motion will be discussed. Two weeks from date of
      postmark is the minimum time of prior notification for this meeting.
      Verification of Notification shall be established by tallying signature
      receipts from the mailing. Receipts shall be tallied and presented at
      the beginning of the discussion meeting. The tally must show that a 2/3
      majority of current membership received notice. Failure to prove
      advance notification shall require postponement to another Regular
      Meeting for proof of notification.
    2. The next step is Discussion of the formal motion during the
      meeting at which notification was proven. No vote may be taken at this
    3. The last step is Voting by the Membership at the next Regular
      Meeting following Verification of Notification and Discussion. A 2/3
      majority vote favoring dissolution is required. Proxy votes are
      permitted only as specified by the Board in the Notification, and only
      upon forms provided in the Notification.
    4. Upon dissolution of the corporation, assets shall be
      distributed for one or more exempt purposes within the meaning of
      section 501(c)(3) of the Internal Revenue Code, or corresponding
      section of any future federal tax code. In distributing assets,
      preference will be given to the Taylor Planetarium of the Museum of the
      Rockies, a section 501(c)(3) organization.

    Any such assets not so disposed shall be offered to Montana State
    University, a section 501(c)(3) organization. Any remaining assets shall
    be disposed by a Court of Competent Jurisdiction of the county in which
    the principal office of the corporation is then located, exclusively for
    such purposes or to such organization or organizations as said Court
    shall determine, which are organized and operated exclusively for such