Constitution

Article I - Name

The name of this organization shall be the "New Hampshire Astronomical Society" (hereinafter "Society"). It may be abbreviated as "NHAS". The Society shall be a duly registered corporation with the State of New Hampshire under the laws of the State and under the provisions of the Articles of Incorporation filed with the Secretary of State.

Article II - Objectives

1. The purpose of the Society is to:
   1. advance and promote the science of astronomy;
   2. educate the general public about astronomy through lectures, forums, and observing sessions open to the public;
   3. promote astronomy education through instruction to teachers and students in public and private schools;
   4. promote amateur astronomy and unite persons with a common interest in the science.
   5. provide service to the members, including, but not limited to:
      1. creating a community to share the enjoyment of amateur astronomy
      2. assistance in selection and ownership of astronomical equipment
      3. assistance in observing and doing astrophotography
         
         
2. The Society shall not engage in political activity of any kind directly or indirectly. The Society shall not attempt to advance or influence legislation.

Article III - Membership

Membership in the Society shall be open to all interested persons. Each paid member in good standing will be a shareholder in the corporation. Each paid member in good standing shall hold one share and one vote. Honorary members, or those whose membership dues are unpaid or waived, shall not be considered shareholders in the corporation.

Article IV - Governing Board

The Society shall be governed by officers and a board of directors. A member of the governing board shall not hold more than one position at the same time. Members of the governing board must be shareholders in the corporation.

1. Officers
   1. Shall consist of a President, Vice President, Treasurer, and Secretary.
   2. The officers shall be elected by the shareholders of the Society.
   3. The officers shall serve one year terms.
   4. The President and Vice President shall be eligible for election to the same office for no more than two consecutive full terms. The Treasurer and Secretary shall be eligible for election to the same office for an unlimited number of consecutive terms.
   5. The officers shall take office at the beginning of the meeting following the meeting when they were elected (i.e., approximately one month after their election).
   6. Officers must be 18 years old, or older, on the day they assume the office.
      
      
2. Duties of the Officers
   1. The officer shall conduct the affairs of the Society in accordance with the Constitution and Bylaws of the Society. The officers shall be responsible for all publications and correspondence issued in the name of the Society. The officers shall have authority to set policy. The officers shall administer the Society funds.
   2. The officers shall meet at such times as the President may deem necessary in order to carry out Society business. Three officers shall constitute a quorum for such meetings except that the President must be one of the three.
      
      
3. Board of Directors
   1. The Board of Directors shall consist of three members.
   2. The Board shall be elected by the shareholders of the Society.
   3. Each member of the Board of directors shall serve a three year term, staggered from the other members of the board except for the first elected trustees in the first, second, and third year who will serve the remaining term.
   4. The director serving in the first year of the term shall be considered a Trustee in the first year. The Director serving in the second year of the term shall be considered a trustee in the second year. The Director serving in the third year of the term shall be considered a Trustee in the third year and shall be the chairperson of the Board.
   5. A member shall be eligible for election to the Board for no more than one consecutive three-year term. There must be at least one year between a Board member's three-year terms.
   6. Board Members must be 18 years old, or older, on the day they assume the office.
      
      
4. Duties of the Board of Directors
   1. The Board of Directors shall act as the trustees of the corporation. The Board shall ensure the integrity of the corporation as an entity. The Board shall act as an advisory council to the officers when called upon to do so. The Board shall audit the books of the corporation at least once a year or at any other time as necessary. The board shall be accountable for the maintenance and welfare of all property, except liquid assets, owned by the corporation but shall not unreasonably deny access to such property to the shareholders.
   2. The Board of Directors shall meet at such times as the chairperson may deem necessary, but no less than once every six months for purposes of reviewing matters relating to the integrity of the corporation as an entity. Two members of the Board of Directors shall constitute a quorum for such meetings except that the chairperson must be one of the two.

Article V - Meetings

Meetings shall be conducted as follows:

1. The Society shall meet monthly, on a date specified by the officers. These meetings may be conducted in-person, remotely, or a hybrid of the two.
2. The December meeting shall serve as the annual business meeting when officers and Board members shall be elected.
3. The officers may call any other meetings, for any reason, as appropriate.

Article VI - Fiscal

The officers shall have the authority to contract with any bank or trust company for custody of the Society funds.

Article VII - Bylaws

Bylaws shall be adopted which describe membership responsibilities, meeting schedules, the election and duties of the governing board and other details of Society organization.

Article VIII - Amendments

The Constitution and/or Bylaws may be adopted, amended or repealed by a two thirds minimum vote at any meeting, provided notice of any such change is given at a previous meeting (see Proxy Votes, below).

Article IX - Proxy Votes

1. A shareholder may register their vote, on an item the Society must vote upon as defined by the constitution or by-laws as requiring a minimum membership attendance or minimum membership vote, by Proxy. Votes may be conducted via paper proxy forms or electronic means.
2. Proxy forms will include the text of the items being voted on, space for the shareholder to indicate their choice on each item being voted on, the name of the shareholder, the signature of the shareholder and date signed. Proxy forms will be sent to all current members via email, at least one month prior to the date the vote is to take place. The completed Proxy must be delivered to the Secretary or designate prior to the indicated vote. The proxy will be voted as indicated by the club Secretary or their designate. The Proxy shall only be effective for the duration of the meeting in which the vote is scheduled. The shareholder may revoke the Proxy at any time prior to the vote.
3. Electronic votes may be conducted via email, web based forums, or other electronic means as available. However conducted, essentially the same information will be made available to members; i.e., the text of the items being voted on, space for the shareholder to indicate their choice on each item being voted on, etc. The email address or username of the member will substitute for the member's signature. Proxy votes shall be valid until the issue is decided. Paper proxy forms shall be made available to those members unable to access electronic votes.

Effective: 1985
Amended: 14 November 2025

Bylaws

I - Membership

1. Membership is limited to full dues paying members in good standing and honorary members in good standing.
   1. Full dues paying members shall be shareholders in the corporation. Each member shall hold one share of the corporation and therefore one vote. The amount of shares in the corporation shall equal the amount of members in good standing in the Society. Family memberships constitute one share in the corporation.
   2. A person may be made an honorary member of the Society by a two-thirds vote of the Board of Directors. An honorary member shall not hold a share in the corporation and shall not have a vote in the Society.
   3. No age limit shall be imposed on membership, however, members under thirteen years of age must be accompanied at all Society functions by an adult.
   4. The membership fee or dues shall be set by the officers and approved by the Board of Directors. The dues shall be collected and payable during the month of October
   5. A shareholder who has not paid current dues by the November meeting will be dropped from the membership, with notice to the shareholder. Any shareholder dropped from membership for nonpayment of dues shall be reinstated after full payment of dues of the current year.
   6. A member may be expelled from the Society by a three-quarter vote of the membership, where the action will be announced to the membership one month before a meeting, and the voting will take place at that meeting (including the counting of proxy votes).
   7. No refund of dues shall be made to a shareholder who has left the Society or to an expelled member.
      
      
2. Reciprocal membership

   Reciprocal membership is defined as an exchange of membership(s) at the organization level with another 'like purpose' organization, for the purpose of advancing both groups' missions. The Society will adopt or repeal reciprocal membership agreements via the method defined in Article VIII of the Society Constitution. While a reciprocal membership agreement is in force, the officers will have the power to decide any issues that arise pertaining to reciprocal members or their organization. Reciprocal members will be treated as full members of NHAS, with the exceptions noted below:

   1. Reciprocal members will not hold a share in the corporation, they will have no voting power, and cannot hold an elected position.
   2. Reciprocal members will not be required to pay any membership fees.
   3. One copy of any Society publication will be provided to the reciprocal member's organization.
   4. Each individual in each organization adopting a reciprocal membership agreement has the option to refuse reciprocal membership.

II - Officers

1. The officers shall include a President, Vice President, Treasurer and Secretary.
   1. The President shall:
      1. preside at all meetings, except when unavailable (see II.A.2);
      2. call special meetings as required;
      3. promote public awareness of the Society;
      4. appoint committee chairpersons with the approval of all the other officers;
      5. make appointments to committees;
      6. have the authority to sign checks for the Society.
         
         
   2. The Vice President shall:
      1. perform the duties of the President when the President is unable to do so;
      2. preside over the meetings in the President's absence.
         
         
   3. The Treasurer shall:
      1. be responsible for all Society funds, liquid assets, receipt of gifts and donations, and collection of dues and subscriptions;
      2. make a financial report to the membership at each meeting, stating the current balance and transactions;
      3. keep all funds of the Society in a bank account;
      4. provide access to financial records and procedures for the purpose of a financial audit by the Board of Directors;
      5. file the annual income tax forms with the government;
      6. have the authority to sign checks for the Society.
         
         
   4. The Secretary shall:
      1. record the minutes of any officers' meetings or membership meetings;
      2. correspond as required with other organizations, businesses, or persons;
      3. make available to each member a copy of the Society's Constitution and By Laws upon request.
         
         
2. Officers of the Society shall be elected as follows:
   1. Candidates shall be nominated by the Society membership between the October and November meetings.
   2. Officers shall be elected by proxy votes between the November and December meetings, and by in-person votes at the December meeting.
   3. Officers shall be elected from the nominees by a majority vote.
   4. Elections shall be by secret ballot.
   5. Special elections shall be held in order to fill a vacated position. Nominations to fill the vacated position shall take place immediately upon the position being vacated and run through to the next meeting of the shareholders, with the election to occur at the next meeting following the closing of nominations. The officer shall be elected by a majority vote and shall fill the remainder of the term.
      
      
3. An officer who does not properly execute the duties of the office may be removed from office by a majority vote. The vacated position shall be filled by a special election (see II.B.4, above).
4. Officers shall serve for a term of one year. The officers shall take office at the start of the January meeting and serve until the start of the next January meeting.
5. No officer shall make any transaction exceeding $200 without it first being approved by a majority of the Board of Directors.

III - Board of Directors

1. There shall be a board of Directors which shall consist of 3 members.
   1. The Board of Directors shall:
      1. act as the trustees of the corporation;
      2. ensure the integrity of the corporation as an entity;
      3. be accountable for the maintenance and welfare of real property owned by the corporation. The board shall perform an inspection/inventory of all property once every two years, to take place in even-numbered years. The board shall not unreasonably deny access to any real property to any shareholder;
      4. seek legal counsel as appropriate for matters involving the liability of the corporation - counsel may be secured only after an approval of a majority of the officers;
      5. seek an insurance carrier as appropriate to protect the real property of the corporation. Insurance may be secured and paid for from Society funds only after an approval of a majority of the officers;
      6. act as an advisory council to the officers when called upon to do so;
      7. perform a financial audit of the corporation once per year and at any other time as the Board sees fit;
      8. provide reports to the membership and officers as appropriate;
      9. provide reports to the membership and officers as appropriate;
      10. meet at such times as the chairperson may deem necessary, but no less than once every six months for purposes of reviewing matters relating to the integrity of the corporation as an entity. Two members of the Board of Directors shall constitute a quorum for such meetings except that the chairperson must be one of the two.

2. The Board of Directors shall be elected as follows:
   1. Candidates shall be nominated by the Society membership between the October and November meetings.
   2. Board members shall be elected by proxy votes between the November and December meetings, and by in-person votes at the December meeting.
   3. Board members shall be elected from the nominees by a majority vote.
   4. A special election shall be held in order to fill a vacated position. Nominations to fill the vacated position shall take place immediately upon the position being vacated and run through to the next meeting of the shareholders, with the election to occur at the next meeting following the closing of nominations. The Board member shall be elected by a majority vote and shall fill the remainder of the term.
      
      
3. A member of the Board who does not properly execute the duties of the position may be removed from office by a majority vote. The vacated position shall be filled by a special election (see II.B.4, above).
   
   
4. Each member of the Board of Directors shall serve a term of three years. The terms shall be staggered so that only one Board member is elected at the December meeting each year. The Director serving in the first year of the term shall be considered a Trustee in the first year. The Director serving in the second year of the term shall be considered a Trustee in the second year. The Director serving in the third year of the term shall be considered a Trustee in the third year and shall be the chairperson of the Board and preside over the Board meetings.
   
   
5. The new member of the Board shall take office at the start of the January meeting and advance to the second year of the term at the start of the subsequent January meeting. At the end of the third year of the term the Director must step down and is not eligible to be a board member again for one year.
   
   
6. The first board members shall be elected by a special election to be held at the meeting immediately after the ratification of the amended Constitution and By Laws. The elections shall be held in accordance with the provisions on special elections.

IV - Meetings

1. The Society shall meet monthly, on a date specified by the officers and approved by the Board.
   
   
2. The officers may call any other meetings, for any reason, as appropriate.
   
   
3. Meetings may be conducted following Robert's Rules of Order, at the discretion of the presiding officer.

V - Dissolution

1. Should the Society be dissolved or become inactive, all real property, liquid assets and material possessions of the Society shall be distributed for one or more tax exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the 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. Preference should be given to those organizations which are similar to, in likeness and character to, the New Hampshire Astronomical Society.
   
   
2. The remaining shareholders shall designate the appropriate donee. If no shareholders can be identified, a court of competent jurisdiction in the county in which the principal office of the corporation is then located, shall dispose of the remaining assets.

Effective: 1985
14 November 2025