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SMAS
Southwest Montana Astronomical Society

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.

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 meeting.

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 Directors.

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

President

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 Committee.

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.

Treasurer

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.

Secretary

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.
  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 meeting.
  4. Publicity Committee - The duties of the Publicity Committee shall be to:
    1. Prepare and distribute press releases and media announcements.
    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 Treasurer.
    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 expenses.

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 meeting.
  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 purposes.

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