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
   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.  He shall work with the executive board to
create a calendar of events for SMAS. He shall advertise all SMAS events.

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. He shall bill and collect funds for membership dues.

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, 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
   meeting.
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
      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.