The Fort Bend Astronomy Club Articles of Organization
ARTICLE I - NAME
This organization shall be known as The Fort Bend Astronomy Club and shall hereinafter be referred to as FBAC.
ARTICLE II - PURPOSE
FBAC is organized exclusively for charitable, educational, and scientific purposes (the dissemination of information of the science of Astronomy to its members and the general public) including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE III MEMBERSHIP
- Secion 1: Membership shall be open to all individuals who are interested in Astronomy.
- Secion 2: Each FBAC member shall be entitled to one vote at the business meetings of the organization.
- Secion 3: Annual dues shall be payable in September of each year.
- Secion 4: Memberships are non-transferable and non-assignable
- Secion 5: Membership may be terminated upon the failure of a member to pay the annual dues by the end of the month of the date of renewal.
- Secion 6: Honorary memberships can be given by FBAC to persons who have made a significant contribution to Astronomy.
- Secion 7: Violation of FBAC policies and practices, harassment or intimidation of another member, or other egregious or unlawful activity shall be deemed grounds for expulsion. Such expulsion may be determined by the FBAC board and/or members. Members are expected to abide by the FBAC Code of Conduct available at http://www.fbac.org/policies
Selection of honorary members will be made by the executive board (President, Vice President, Secretary & Treasurer) and the general membership will vote at regular meetings.
ARTICLE IV - OFFICERS
- Section 1: The officers of FBAC shall be President, Vice-President (who will also be program chairman), Secretary and Treasurer, all of whom shall serve without remuneration. The President and Treasurer will have signing power at the Bank. The above constitutes the Executive Board of the FBAC. Officers shall be elected annually at the August meeting by ballots received at the meeting and counted by the nominating committee.
A current President may appoint the following five (5) additional FBAC Board positions with voting rights of one vote per position: (1) Astronomy on Wheels Coordinator, (2) Donations & Grant Coordinator, (3) East Dome Chair, (4) a prior elected President who served a full term to help guide and provide direction when, where, and as needed, and (5) FBAC Webmaster. These positions are to be filled and held by FBAC members in good standing who are willing and capable of performing their roles. The purpose of the appointed Board positions is to maintain continuity and to provide leadership and guidance from year to year therefore there are no term limits for the appointees.
- Section 2: The terms of elected officers shall be one year.
- Section 3: A nominating committee shall be appointed by the President at the June meeting. The nominating committee shall consist of a chairman and two members-at-large. It shall be the duty of this committee to secure qualified members of FBAC for the required offices and report one or more names for each office at the meeting in July. Nominations from the floor shall be in order. The slate of officers shall be voted on by the general membership at the August meeting.
- Section 4: Vacancies in office, except that of the President, shall be filled by appointment by the President, with the consent of remaining officers. A vacancy in the office of the President shall be filled by the Vice-President for the unexpired term.
- Section 5: Removal of appointed Board Members:
Any appointed Board member may be removed for cause and by majority vote of the elected Officers.
Except the appointee for Board position of prior elected President may also be removed and replaced by a newly elected FBAC President during the new President’s term.
- Section 6: Any FBAC officer or appointed FBAC Board member can hold multiple positions except the offices of President, Treasurer, Secretary, Donations & Grant Coordinator, and past President must be held by different FBAC members.
- Section 7: Voting:
Any elected Officer or appointed Board member is allowed only one vote regardless of number of positions held or shared by that member.
Upon appointment of co-chairs for an appointed Board position, the current President determines how that one vote should be allocated to the co-chairs for that position.
ARTICLE V - DUTIES OF OFFICERS
Section 1: The President shall
- preside at all meetings of FBAC and the Executive Board
- be a representative of FBAC in all official communications
- meet frequently with the Board for FBAC business
- as needed, appoint and fill the five appointed FBAC Board positions according to the limitations stated in Article IV
Section 2: The Vice President shall
- assume all duties of the President in case of the President's absence
- be responsible for securing educational programs given at the monthly meetings
Section 3: The Secretary shall
- correspond as the need arises (thank you cards for donations, contributions, lecturers)
- record minutes of monthly meeting
- keep a record of monthly meeting business
- make minutes available to general membership
Section 4: The Treasurer shall
- be custodian of all funds of FBAC and make disbursements from funds as directed by FBAC
- keep books of accounts and funds
- give report thereof to FBAC at each meeting
ARTICLE VI - MEETINGS
- Section 1: The meetings will be held on the third Friday of the month The annual meeting will be held on the third Friday of August for the purpose of electing officers.
- Section 2: Regular meetings will be announced by electronic means through either the FBAC website, the netslyder list server or email.
- Section 3: Additional meetings may be set by the Executive Board.
- Section 4: All regular monthly meetings are open to the public.
ARTICLE VII - FUNDS
- Section 1: No part of the earnings of the FBAC shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the FBAC 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 II hereof. No substantial part of the activities of the FBAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the FBAC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the FBAC 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 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 federal tax code.
- Section 2: No funds over $50 shall be disbursed except upon the authorization (verbal) of any 2 members of the Board with the approval of the Treasurer. Expenditures over $250.00 shall be subject to a simple majority vote of the club membership at a regularly scheduled meeting. Funds required for operating the club, i.e. insurance costs, Astronomical League membership, and other scheduled operating expenditures shall be exempt from the voting requirement.
- Section 3: Bills must be submitted in writing.
- Section 4: As a non-profit organization, FBAC is committed to maintaining a non-profit status by following all procedures required by law.
- Section 5: Upon the dissolution of FBAC, 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, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas 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.
In witness whereof, we have hereunto subscribed our names this 13th day of December 1987.
A. Benavidez, President - D. Zwicky, Vice President
Bylaws modified, amended and approved by unanimous club member vote on September 16, 2011
Bylaws modified, amended and approved by unanimous club member vote on August 17, 2012
Bylaws modified, amended and approved by unanimous club member vote on August 16, 2013
Bylaws modified, amended and approved by unanimous club member vote on August 21, 2015
Fort Bend Astronomy Club Code of Conduct
The Code of Conduct governs the daily operation and activities of the Fort Bend Astronomy Club (sometimes known in this document as FBAC). It is designed to protect the integrity of FBAC, promote a safe and comfortable environment for its members, and to insure all FBAC business and activities are conducted in accordance with the laws governing non-profit corporations. Violations of these provisions shall be grounds for expulsion pending the decision of the Executive Board and/or the membership.
This code applies to FBAC officers and members conducting FBAC business, meetings, and activities (hereafter referred to as activities). Officers and members are also expected to abide by this code when dealing with those in the general astronomy community.
Code of Conduct
These provisions cover the FBAC code of conduct and apply while conducting FBAC business, activities, or meetings (hereafter referred to as activities).
All FBAC activities shall be conducted in accordance with federal, local, state, municipal, and other laws. This includes the state of Texas and federal laws governing non-profit corporations.
Conflict of Interest
Any officer or officer candidate must publicly declare any potential conflict of interest before running for or assuming office. Any conflicts may be grounds for disqualification from office, with the Executive Board making the determination.
No member may in any way harass or intimidate another FBAC member or group of members, member or members of another astronomy club, the general public or staff of FBAC related outreach activities, or the general public or staff of the George Observatory in an unwanted way as to make an uncomfortable environment for that member, groups of members, the general public or the George Observatory staff. Further, no member may in any way harass or intimidate another member or group of members through any form of communication medium, including mail, phone, email, forums, Netslyder, or any other communication medium that FBAC members or the astronomy community uses to communicate.
Member and Public Safety
No member may endanger the safety of him/herself, other FBAC members or the public at an FBAC activity.
Payments from Club Funds
Officers and members may not make illegal or improper payments from club funds to any individuals or companies. These include, but are not limited to, bribes, kickbacks, monies for products/services not rendered to the club, and any other inappropriate use of club funds.
No officer or member may take a cash payment or excessive gift from an individual or company to secure a payment or contract to that individual or company from club funds. Small gifts or entertainment appropriate with common business practices are acceptable. In addition, no officer or member may take cash payments or excessive gifts in order to secure club participation in any other activity.
No officer or club member shall fraudulently acknowledge any donation.
Any member or officer who is disruptive during club activities is subject to expulsion.
The Fort Bend Astronomy Club does not discriminate with respect to age, sex, race, creed, or physical disability. No officer or club member will practice or encourage such discrimination.
Public Policy Statements
No member or officer is to make or establish official FBAC policy statements without the concurrence of the Executive Board.
Club Mailing List
No member or officer may either misuse or disclose to an outside party (unless compelled by legal obligation) the information in the member directory published annually. This includes using the information for telemarketing of products or non-FBAC business mailings.
FBAC encourages all members to report any violations of the Code of conduct in accordance with the Fort Bend Astronomy Club Whistleblower Policy.
No. Document Title
- FBAC Whistleblower Policy
- FBAC By-Laws
The Fort Bend Astronomy Club (FBAC) Code of Conduct requires all officers and members to observe high standards of business and personal ethics in their conduct of club business. All officers and members must practice honesty in all dealings concerning the club and comply with all laws and regulations. This policy encourages members to raise concerns internally before seeking outside resolution. It also protects any member raising a concern in a good faith.
This policy applies to all members and officers of the Fort Bend Astronomy Club Astronomy Club when involved in club meetings, activities, and business. It does not apply to any outside concerns of any member.
Any member or officer who reports a violation, in good faith, shall not suffer any harassment or retaliation of any kind. Any member who retaliates against someone who has reported a violation in good faith is subject to expulsion from FBAC.
It is the clear responsibility of any officer or member to report any violations of the code of conduct or any other improper activities in accordance with the Whistleblower Policy. Any member may also report any violations anonymously to the Executive Committee.
FBAC has an open door policy with respect to the officers and members. Any suspected concern should be reported to an officer or the executive committee as a whole. A last resort would be to raise the concern at a regular meeting to the membership present.
Anyone filing a complaint concerning a violation of the Code of Conduct must be acting in good faith and have reasonable grounds for believing the information disclosed to be a violation of the Code of Conduct. Any allegations that prove to be unsubstantiated and which prove to have been made maliciously may be grounds for expulsion from FBAC.
Handling of Reported Violations
All violations reported to the Executive Committee shall be acknowledged (if not reported anonymously) within seven (7) days. All reports will be promptly investigated and the appropriate action taken if warranted.
Any reported violation will be kept confidential between the Executive Committee to the greatest extent possible, consistent with any laws or the need to investigate the complaint.