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Updated: 06/26/2024

FBAC By-Laws, Code of Conduct and Whistleblower Policies

FBAC By-Laws

Bylaws of the Fort Bend Astronomy Club (Approved version 02/01/2024)

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 as a non-profit corporation 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 – FISCAL YEAR

Beginning January 1, 2024, the fiscal year (“Fiscal Year”) of FBAC shall begin on January 1st of each calendar year and end on December 31st of that calendar year.  Prior to January 1, 2024, the fiscal year shall begin on September 1st of each calendar year and end on August 31st of each calendar year.  The period from September 1, 2023 to December 31, 2023, shall be treated as a Transition Period.  For financial results and other activities which occur during the Transition Period, reporting on such information shall be reflected separately from the information for the Fiscal Years before and after the Transition Period.     


ARTICLE IV – MEMBERSHIP

Section 1: Membership shall be open to all individuals who are interested in Astronomy.

Section 2: Members in good standing shall be those on the membership list whose dues to FBAC are current.  Members consist of the following classes:

(a) Regular Member: A person on the membership list who is not an Associate, Student or Honorary Member;

(b) Associate Member: A member of the family or unmarried cohabitor of a Regular Member is referred to as an Associate Member;

(c) Student Member: A person who is enrolled as a full time student in any high school, college or university, and who presents evidence of that status to the Treasurer; and

(d) Honorary Member: An individual who has made a significant contribution to astronomy or this organization. Selection of honorary members will be made by the Executive Board (President, Vice President, Secretary and Treasurer) and the general membership will vote to approve a person as an Honorary Member. At least once per Fiscal Year, reaffirmation of any Honorary Members will be voted on by the general membership.


Section 3: Each FBAC member who is age eighteen years or older shall be considered an Adult and shall be a Voting Member if they are in good standing.  A Voting Member shall be entitled to one vote on any matters that are referenced in these Bylaws where the matters come before the Members, or members, or membership, or for general membership vote. Only Voting Members can hold, be nominated for, or be appointed to any position to be held by any elected or appointed position.  Only Voting Members can make any nominations allowed by members in these Bylaws.

Section 4: Annual dues shall be payable on the first day of each Fiscal Year. The Treasurer shall send notices regarding the payment of dues to all members before the first day of the Fiscal Year and shall send notices to those members who haven’t paid their annual dues by the 30th and 60th days of the beginning of the Fiscal Year.  Members who fail to pay their annual dues by the 90th day of the beginning of the Fiscal Year are not considered members in good standing and lose all membership privileges. Their membership will be reinstated if dues are paid in full by the last day of the Fiscal Year in which their membership expired. After this period, renewals are not accepted; instead, members are considered to be rejoining new members.

Section 5: Dues for each class of Member shall be established by the FBAC Board.  For the Fiscal Year beginning January 1, 2024, Members shall be credited for the amount of dues they paid for the Fiscal Year beginning September 1, 2023 which overlaps with the Fiscal Year beginning January 1, 2024.   Annual dues for each Fiscal Year may only be changed by a majority vote of the FBAC Board, and only after:

  1. The Membership is advised at least ninety (90) days prior to the planned FBAC Board vote to change the dues of the date and time of an upcoming Regular or Special Member Business Meeting during which a discussion of the change with the Membership will be held; and

  2. The discussion of the change in dues is held with Members at a Regular or Special Business Meeting at least thirty (30) days in advance of when the change in dues occurs.

Section 6: Memberships are non-transferable and non-assignable.

Section 7: Violation of FBAC policies and practices, harassment (which can mean behavior that demeans, threatens, offends, humiliates or intimidates) of another member or a guest at an FBAC sponsored function, or other egregious or unlawful activity shall be deemed grounds for expulsion. Such expulsion may be determined by the Executive Board, FBAC Board and/or members. Members are expected to abide by the FBAC Code of Conduct available at http://www.fbac.org/policies.

ARTICLE V – OFFICERS, LEADERSHIP POSITIONS AND BOARD MEMBERSHIP

Section 1: The officers of FBAC shall be the President, Vice President (who will also be program chairman), Secretary and Treasurer (“Officers”).  Other leadership positions shall include the Astronomy on Wheels & Outreach Chair, Volunteer Records Chair, Donations & Grants Chair, East Dome and Physical Assets Chair, Member Experience Chair and FBAC Webmaster (“Chairs”).  The Chair positions shall be appointed by the Executive Board.

The FBAC Board shall be comprised of the Officers and Chairs as well as one person who shall serve on the board in a Member-at-large position. While serving in the Member-at-large position, the Member-at-large shall not hold any other board positions.  In addition, this position shall be elected by a majority during the Annual General Election by ballots received and counted by the nominating committee.  A current President may also appoint to the board a prior elected President who served a full term to help guide and provide direction when, where and as needed.

The FBAC Executive Board shall be comprised of the President, Vice-President, Secretary and Treasurer.

Officer, Chair and Board Member (collectively, “Club Leader(s)”) positions are to be filled and held by FBAC members in good standing who are willing and capable of performing their roles.  Only one person from the same household or family or unmarried cohabitors may serve on the FBAC Board.  Any Club Leader, or candidate for such position must publicly declare any potential conflict of interest before running for or assuming such position. Any conflicts may be grounds for disqualification from serving in these positions or require such person to abstain from voting on matters where the conflict could be a factor.  The Executive Board shall make such determination.  

All persons in Club Leader positions shall serve without remuneration.  

Section 2: Club Leaders elected in the Annual General Election shall serve one year terms beginning on September 1 each year.   A President elected in a Special Election which occurs at a time other than the Annual General Election shall begin their term at the close of such Special Election and their term shall expire on August 31st.  The terms of Club Leaders shall not exceed one year and shall end on August 31st.  A member may serve in a particular elected Club Leader position for no more than four and one half consecutive years total. There is no limit imposed on the consecutive years that a member serves in a particular Chair position.

Section 3: A nominating committee shall be appointed by the President at least two months prior to the Annual General Election which is held in August. The nominating committee shall consist of a chairman and two members-at-large. It shall be the duties of this committee to secure qualified members of FBAC for the Executive Board and Member-at-Large positions and to report one or more names for each position at least one month prior to the Annual General Election. Members may also make nominations no later than three days prior to the day of the Annual General Election where the nominee is an FBAC member in good standing, confirms their willingness to serve for the position to which they are being nominated, and has publicly declared whether they have any potential conflict of interest. The nominated member who receives a majority of the votes at the Annual General Election shall become the holder for such position.  In the event that no nominee receives a majority, then there shall be a run-off vote for the two nominees receiving the most votes.

Section 4: Vacancies in an elected position shall be filled on an interim basis by appointment by the Executive Board and confirmed by a majority vote of the FBAC Board.  At the discretion of the FBAC Board, a Special Election may be held to fill a vacancy in the office of President.  In connection with a Special Election, Members may submit nominations and at least 15 days notice shall be given to the Members of such Special Election.  Nominations shall be accepted if the person is an FBAC member in good standing, confirms their willingness to serve for the position to which they are being nominated, and has publicly declared whether they have any potential conflict of interest. The nominated member who receives a majority of the votes at a Special Election where a quorum exists shall become the President until August 31 of the current Board term.  In the event that no nominee receives a majority, then there shall be a run-off vote for the two nominees receiving the most votes.

Section 5: Any Club Leader may be removed by a majority vote of the Executive Board.  If the person being considered for removal is a member of the Executive Board, then such member shall not participate in the vote nor shall such member be considered when determining what constitutes a majority vote.

Any Club Leader may be removed by a vote of no confidence by a majority vote of the Members at a Regular, Special or Annual General Business Meeting.

After assuming their office, a newly elected President may remove and replace the appointed Past President.

Section 6: Any FBAC member can hold up to two Officer or Chair positions except the office of President.  In addition, the President, Treasurer, Secretary and Vice President must be held by different FBAC members. Chair positions may be filled by two or more Members.  

Section 7: Voting:  Any Board Member is allowed only one vote regardless of number of Officer and Chair positions held or shared by that member. Where there are co-Chairs, the Executive Board shall determine whether to attribute the voting power to one co-chair or to split the vote among the co-chairs.

ARTICLE VI – DUTIES OF BOARD MEMBERS

Section 1: In addition to their specific duties and responsibilities, all Officers and Chairs shall work to support the members as well as FBAC’s long and short term goals.  Officers and Chairs may chair a team of members who assist them in carrying out their responsibilities.  In consultation with the President, Officers and Chairs may also appoint other members to non-officer/leadership positions on their team for a term consistent with such Officer or Chair’s term.  

Section 2: The President shall

  1. guide and lead the members as well as the FBAC Board and Executive Board in order to support FBAC’s long and short term goals; 

  2. be actively involved in FBAC’s outreach and other activities;

  3. as needed, appoint and fill the appointed FBAC Board and/or Officer or Chair positions according to the limitations stated in Article V;

  4. preside at all business meetings of the members, the FBAC Board and the Executive Board;

  5. be a representative of FBAC in all official communications with governmental and regulatory agencies;

  6. work with the Treasurer to develop an annual budget which shall be presented to the FBAC Board for approval.

Section 3: The Vice President shall

  1. be responsible for securing educational programs given at the monthly member meetings;

  2. correspond as the need arises including thank you notes for lecturers; copies shall be sent to the President as well as other Club Leaders as appropriate;

  3. assume all duties of the President in the case of the President's temporary absence; the President shall notify the Vice President and the FBAC Board when such duties are temporarily assigned.

  4. where the office of the President becomes vacant prior to the end of the term, assume all duties of the President during the interim period until a President is elected in accordance with Article V, Section 4.

Section 4: The Secretary shall

  1. record minutes of business portions of member meetings, the FBAC Board and the Executive Board;

  2. keep a record of members present at such meetings, record the results of any matters which were voted upon, and if needed, certify such results;

  3. make minutes of member meetings available to general membership.

Section 5: The Treasurer shall

  1. be custodian of all financial assets of FBAC and make disbursements from funds as directed by FBAC;

  2. maintain timely and accurate books of accounts funds in such detail as needed to support the activities of FBAC; 

  3. give a financial report to the FBAC members, submit financial statements to the FBAC Board and submit any reports required by regulatory agencies such as Form 990 required by the Internal Revenue Service and the Astronomical League;

  4. work with the Executive Board to develop an annual budget; and

  5. maintain a list of members and their dues status as well as their email addresses and any other contact information.

Section 6: The Astronomy on Wheels & Outreach Chair oversees community outreach activities, including the AOW program.

Section 7: The Volunteer Records Chair oversees the timely collection of data related to volunteer hours and the timely submission of reports to third parties and the FBAC Board as needed.

Section 8: Donations & Grants Chair shall:

  1. identify planned or needed club expenditures that can be targeted for donations, grants or reduced pricing and works to obtain donations, grants or discounts from vendors, suppliers, foundations, members or other third parties for such expenditures.

  2. work with other Officers and Chairs to evaluate potential equipment donations.

  3. provide receipt documentation to donors.

  4. prepare and submit documentation for corporate “matching” grants.

Section 9: East Dome and Physical Assets Chair shall:

  1. oversee operations and training in the East Dome;

  2. maintain, repair or replace the physical assets of the club, including the East Dome telescope and equipment, as determined.

Section 10: The Member Experience Chair shall:

  1. support members in developing their skills as amateur astronomers;

  2. promote and support member observing activities;

  3. actively work with new members to onboard them by welcoming them to the club, advising them on club resources that can support their areas of interest and familiarizing them with the club’s activities.

Section 11: The FBAC Webmaster shall ensure that the website, electronic communications methods, and social networking applications used by the club are functioning properly and have the appropriate level of security.

Section 12: The Member-at-large shall serve as a spokesperson for members to the FBAC Board and Executive Board.

Section 13: The prior elected President shall help guide and provide direction when, where and as needed.

Section 14: Additional duties of Club Leaders shall be set forth in operations manuals to be provided to the Club Leader by the Executive Board. 

ARTICLE VII – MEETINGS

Section 1: The Regular Monthly General Business meetings will be held on the third Friday of the month unless otherwise changed by the Executive Board and notification of such change is communicated in advance to the members.

Section 2: General and Special Business meetings will be announced by electronic means such as through email or the FBAC website.

Section 3: Additional meetings may be set by the Executive Board.

Section 4: All regular monthly meetings are open to the public.  Prior to such meetings, members may submit for consideration any matters of concern to the Secretary, President or Member-at-large.  

Section 5: The FBAC Board shall meet at least once per calendar quarter.  An agenda shall be circulated to the FBAC Board for comment and consideration prior to such meeting.  The FBAC Board shall report on its activities to the members.

Section 6: All meetings must be conducted in accordance with the terms of the Bylaws of this organization and Robert's Rules of Order (Newly Revised Edition).


Section 7: Each Voting Member shall be entitled to one vote on each matter that comes before the membership for a vote.  The FBAC Board shall determine the manner in which voting shall be conducted, including voting either in person, by videoconferencing, by proxy or electronic ballot or any combination thereof.  A quorum shall exist when fifteen (15) per cent or more of the members in good standing who are eligible to vote are present, either in person, by videoconferencing, by proxy or electronic ballot, and submit a vote. In order for a vote of the membership to be valid, a quorum for that vote of the membership must exist. 

ARTICLE VIII – FUNDS

Section 1: No part of the earnings or assets of FBAC shall inure to the benefit of, or be distributable to its members, trustees, Club Leaders or other private persons, except that 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 FBAC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and 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, 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: Prior to the beginning of each Fiscal Year, the FBAC Board shall adopt a proposed budget for the upcoming Fiscal Year.  Such budget shall be approved by a majority vote of the FBAC Board and shall be amended as needed by a majority vote of the FBAC Board.  The adopted budget shall be presented by the Treasurer to the members.  Where amendments or cumulative amendments to the adopted budget exceed 10% of total expenditures or receipts, such amendments shall be approved by the FBAC Board and communicated to the members. 

Section 3: The President and Treasurer will have signing power at financial institutions holding FBAC’s financial assets. If needed, the Executive Board may appoint a third Officer or Chair to have signing power at such financial institutions.  No funds over $200 shall be disbursed except with the approval of the Treasurer and upon the authorization (email) of at least 2 other members of the Executive Board. Expenditures over $1,000.00 shall be subject to a simple majority vote of the club membership where a quorum exists. 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 4: Expenditures must be supported by invoices or other third party documentation and submitted by email or in writing.

Section 5: Donated funds and physical assets held by FBAC may have a restriction imposed by the donor (donor restricted funds and physical assets).  Funds and physical assets held by FBAC which are not subject to a donor restriction may be restricted as a result of a majority vote of the FBAC Board or the club members (club restricted funds and physical assets).  Subsequently, either the FBAC Board or the membership can remove the club restrictions on any club restricted funds and physical assets.  Donor or club restricted funds and physical assets shall be clearly segregated and identified in FBAC’s books and records.  For donor restricted funds or physical assets, the FBAC Board shall approve such restriction prior to acceptance of the funds and/or physical asset from the donor.  For this purpose, the FBAC Board may pre-authorize a restriction designation and fund limitation. 

Section 6: As a non-profit organization, FBAC is committed to maintaining a non-profit status by following all procedures required by law.

Section 7: If the Executive Board determines by a two-thirds vote, followed by a two-thirds vote of the membership where a quorum exists, that FBAC should be dissolved, then the Executive Board shall determine the final disposition of all monetary and physical assets of FBAC at its last business meeting and in accordance with the requirements of these by-laws.

Section 8: 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 appropriate court 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.

ARTICLE IX – BOOKS AND RECORDS

Section 1: FBAC shall maintain current and accurate financial records with complete entries as to each financial transaction of the corporation, including income and expenditures, in accordance with generally accepted accounting principles.  Based on the records maintained under this Article, the Executive Board shall annually approve a financial report for FBAC for the preceding Fiscal Year (“Annual Financial Report”). The report must conform to accounting standards as adopted by the American Institute of Certified Public Accountants and must include:

(1) a statement of support, revenue and expenses;

(2) a statement of changes in fund balances;

(3) a statement of functional expenses; and

(4) a balance sheet for each general and restricted fund.

The Treasurer shall prepare and present to the FBAC Board the Annual Financial Report for each Fiscal Year and an interim financial report where needed.  Restricted funds shall be separately identified between donor restricted funds and FBAC restricted funds.  Donor restricted funds result from conditions required by the donor whereas FBAC restricted funds are those that have become restricted as a result of an action taken under either a majority vote of the FBAC Members or the FBAC Board.  FBAC shall keep records, books and annual reports of its financial activity at its principal office in the State of Texas for at least three years after the close of the Fiscal Year.  FBAC shall make the records, books, and reports available to the public for inspection and copying at such principal office during regular business hours. The corporation may charge a reasonable fee for preparing a copy of a record or report.

The requirement for an Annual Financial Report under this Section 1 may be waived by the Executive Board but only in the event that FBAC does not intend to solicit and receive or does not actually raise or receive during its Fiscal Year contributions in an amount exceeding $10,000 from a source other than its own membership.


Section 2: A member, on written demand stating the purpose of the demand, is entitled to examine and copy at the member's expense, in person or by agent, at any reasonable time and for a proper purpose, the books and records of FBAC relevant to that purpose.

ARTICLE X – AMENDMENTS 

These Bylaws may be amended by the membership where a quorum exists by a two-thirds vote, provided notice setting forth any proposed amendment is given to each member at least 15 days in advance of such vote, and is acceptable to the State of Texas. 

The Articles of Incorporation of FBAC may be amended by the membership where a quorum exists by a two-thirds vote, provided notice setting forth any proposed amendment is given to each member at least 15 days in advance of such vote, and is acceptable to the State of Texas.

ARTICLE XI – ELECTRONIC COMMUNICATIONS, VOTING AND MEETINGS

Communications with members and between Club Leaders may be either in person or by electronic means such as email, website notifications and/or board approved social media platforms.  Business meetings of the members, the Executive Board or the FBAC Board may be held in person or by means of a conference telephone or similar communications equipment, another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination of those means.  To the extent practicable, members participating through videoconferencing shall have the same privileges as members participating in person.  Voting by the membership may be accomplished by suitable electronic means when the vote is conducted in accordance with procedures established by the FBAC Board, and such procedures are sufficient to ensure that:

(1) The means for voting electronically shall be generally available to the membership; 

(2) The membership is instructed on how they can vote by electronic means and ensure their vote is recorded; 

(3) The matters for consideration, and the schedule for voting shall be publicized to the membership at least 7 days prior to the conclusion of voting; 

(4) On each matter under consideration by the membership, only one vote is recorded for each member.

(5) Each person participating in the meeting is able to communicate with all other persons in such meeting;

(6) Reasonable measures have been implemented to provide assurance that every person voting at the meeting is sufficiently identified.

In witness whereof, we have hereunto subscribed our names this 13th day of December 1987.

A. Benavidez, President - D. Zwicky, Vice President

 

FBAC Code of Conduct

Fort Bend Astronomy Club Code of Conduct

FBAC Whistleblower Policy

Whistleblower Policy

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