Bylaws

TITLE The title of this organization shall be the:

“BATTLE POINT ASTRONOMICAL ASSOCIATION”

 

LOGO: It shall be identified by the logo:

BPAA Logo

BPAA Logo

 

PURPOSE:?;The purpose of this non-profit association, chartered Jan. 10, 1994 (#601 519 780), by the Secretary of State, Washington State, shall be to:

Create an Astronomical complex, located within the “Helix Building” on Battle Point Park, Bainbridge Island, WA. This complex shall include, but not be limited to:

  1. An Astronomical Observatory, housing one or more Telescopes.
  2. An Archeological Astronomy system, including but not limited to sundials and naked eye celestial event markers.
  3. A group activity area, including but not limited to:
  1. A remote viewing group presentation system,
  2. Conference facilities, and
  3. A historical exhibit.
  4. Support complex, including construction and repair facilities, storage facilities, and building sanitary and environmental control systems.
  1. Provide for the development, construction, procurement and use of astronomical systems, used within the complex
  2. Provide a nucleus, encouraging growth of a group of amateurs interested in astronomy, composed of experienced, student and prospective astronomers.
  3. Provide for instruction of students interested in astronomy, conferences for astronomical matters, and public demonstrations of the history, current activities and future prospects for astronomy.
  4. Provide a working system that can network with other systems, incorporate joint observation programs, view remote satellite systems, and cooperate on celestial events of current interest.

ORGANIZATION (as amended November 1, 2006)

Status. The association is nonprofit, meeting all state requirements for nonprofit corporations. It may receive financial support from contributions, membership fees, community fund drives such as One Call for All, and grants from available sources.

Board and Officers. There are four legal officers of BPAA: the President, the Vice-President, the Secretary, and the Treasurer. The other officers are Chief Astronomer, Facilities Officer and Education Officer. These seven officers constitute the board of directors of BPAA.

The board is the decision making body of BPAA. Its officers are nominated and elected by the members of the board, subject to a vote of the membership of the association at the annual meeting. The term of office is one year, extending from the time of election at the annual meeting. Vacancies that occur during the term of office are filled by the board for the remainder of the term.

Voting. A board member must be present at a board meeting to vote, except that a vote may be cast by absentee under the limited circumstances set forth in these bylaws when a member is unable to attend a board meeting. In order to vote absentee, a board member must present the absentee vote in writing to the President before the meeting at which the vote will be taken. The absentee vote is valid for that meeting only, and may be cast on a single issue only. No member will be allowed to vote by absentee more than three times in one year. No absentee voting is allowed in votes to fill a vacancy on the board, to remove an officer from the board, to remove or suspend an association member, and to amend these bylaws.

Duties of Officers: The officers of the board are volunteers, and have the duties described below.

  • The President is the chairman of the board, will preside over meetings of the association, and perform all traditional duties of executive office.
  • The Vice-President will preside over meetings in the absence of the President, acts as parliamentarian at meetings, and is responsible for development and maintenance of the policy manual.
  • The Secretary will preside over meetings in the absence of the above officers, keep brief minutes of all board meetings, and maintain all correspondence external to the association.
  • The Treasurer will preside over meetings in the absence of the above officers, receive and disburse BPAA funds on approval of the board, maintain permanent records of all financial transactions, and ensure association compliance with relevant legal reporting requirements.
  • The Chief Astronomer is responsible for the maintenance and operation of the Ritchie Telescope and all other BPAA telescopes and astronomical equipment, and will recommend related improvements and needs to the board.
  • The Facilities Officer is responsible for overall maintenance of the Ritchie Observatory, will recommend to the board interior and exterior improvements and needs, and will coordinate repair and construction projects approved by the board.
  • The Education Officer will coordinate and carry out astronomy education programs, including programs using the portable planetarium projector, for new and existing members, students, youth groups, and the general public.

Program Managers. The board will appoint program managers from the association membership to manage and carry out the day-to-day activities of BPAA. Each manager will be responsible to a particular officer of the board and will report to that person on program activities, as follows:

  • Events Manager (reporting to the President)
  • Publicity Manager (reporting to the President)
  • Membership Manager (reporting to the Vice-President)
  • Newsletter Editor (reporting to the Vice-President)
  • Webmaster (reporting to the Vice-President)
  • Library Manager (reporting to the Facilities Officer)
  • Archives Manager (reporting to the Facilities Officer)
  • Equipment and Telescope Loan Manager (reporting to the Chief Astronomer)
  • Planetarium Manager (reporting to the Education Officer)

The President, with the advice of the board, may establish new program manager positions and may reassign the reporting requirements shown above as needed to meet program requirements.

Committees. The President, with the advice of the board, may establish and dissolve committees as needed.

Special Interest Groups. Members may form special interest groups with the approval of the board.

Policy Manual. All actions approved by the board that are of a continuing nature will be contained in a policy manual, to be maintained by the Vice-President.

Vacancies. An officer may resign from the board regardless of reason. An office may be declared vacant by a majority vote of the board if a board member resigns or if a board member misses three consecutive board meetings or a total of six meetings in a calendar year. A vacancy declared by the board must be filled within 60 days. To fill the vacancy, each board member must vote. All votes to fill the vacancy must be cast in person at the board meeting; no absentee voting is allowed. To fill a vacancy a supermajority vote is required; i.e., there must be at least five votes for the person nominated to fill the vacancy. If more than one vacancy exists by declaration of the board, the remaining board members will fill the vacancies successively, with the first appointee assuming office immediately and voting on the remaining vacancy. The person elected to fill the vacancy will serve for the remainder of the term of office.

Removal of an Officer. The board may remove an officer from the board at any regular or special board meeting. The President will notify the officer at least ten days before the meeting at which the vote to remove will be taken. Except for the officer who is the subject of removal, each board member must vote. The votes on removal must be cast in person at the board meeting; no absentee voting is allowed. To remove an officer a supermajority vote is required; i.e., there must be six votes to remove if seven members are casting votes, or there must be five votes to remove if five or if six members are casting votes.

Removal or Suspension of a Member. A member may be removed or suspended from the association for misuse of BPAA property, disregard for the safety of others during association activities, and conduct detrimental to the association.

The President will notify the member in question at least ten days before the board meeting at which the vote to remove or suspend will be taken. To remove or suspend a member, each board member must vote. All votes to remove or suspend must be cast in person at the board meeting; no absentee voting is allowed. To remove or suspend a member a supermajority vote is required; i.e., there must be six votes to remove or suspend if seven members are casting votes, or there must be five votes to remove or suspend if five or if six members are casting votes.

ADMINISTRATION (As amended November 1, 2006)

Meetings. Regular board meetings of the officers will be held on the first Wednesday of each month, except in January, when the regular meeting may be held in conjunction with the annual meeting. Special meetings may be called by the President or by the President’s designee.

The President may cancel and reschedule a meeting upon notification that a quorum will not be present. Notice must be provided to all officers by email or by telephone, and to the association membership by email and by posting a notice at the Observatory.

To constitute a quorum at a board meeting, at least five officers must be present. All actions approved by a majority vote of the officers present at a meeting, including a majority of a quorum, are binding on BPAA.

In cases of dispute, Robert’s Rules of Order (Newly Revised) will govern the conduct of board meetings, except in cases in which the Rules are inconsistent with BPAA’s Articles of Incorporation and these Bylaws. Non-disputed actions may be by informal affirmation.

At each regular board meeting, the officers will report to the President on their respective areas of responsibility. The reports will include information received by the officers from the program managers and committees assigned to them. Program managers and committee heads may report directly to the board at the request of an officer.

Membership. Membership is open to any person who is interested in promoting and pursuing astronomy and who will abide by the bylaws. The board may establish classes of membership and the amount of dues. Changes in membership dues are subject to a vote of the membership at the annual meeting. Members will be kept aware of activities through a newsletter, published at least quarterly.

Annual Meeting. The annual meeting of the association will be held each year on the second Wednesday in January. A vote of the membership is required for the election of officers to the board, a change in dues, a proposal to dissolve the organization, and any other actions approved by the board or raised by a referendum of the members.

Members of the association must be present at the annual meeting to vote. Each individual member present has one vote; a family membership has two votes, so long as two of the family members are present.

Notice of the annual meeting will be given in an annual President’s Letter, to be sent to all members at least 30 days before the date of the annual meeting in January. The letter will include the date, time and place of the annual meeting, the agenda, and the names of the nominees selected by the board for each office: President, Vice-President, Secretary, Treasurer, Chief Astronomer, Facilities Officer, and Education Officer. The letter will also summarize BPAA’s activities for the year.

Members of the association may nominate an association member for office. Members may also submit referenda for a vote of the membership at the annual meeting. Signatures of 20% of the membership are required for submission of a referendum. The names of all nominees and the content of all referenda must be submitted to the President 15 days before the date of the annual meeting either by email or by regular mail. Notice of all nominees and referenda submitted will be given to the association membership by the President at least five days before the date of the annual meeting.

Robert’s Rules of Order (Newly Revised) will govern the conduct of the annual meeting. The President will chair the meeting. Each officer will give a report on activities during the previous year and plans for future years.

The President will present the names of the nominees for officers of the board, including those nominated by association members, if any. If there are no nominations from association members, the nominees may be presented to the membership as a slate. If there is more than one nominee for an office as the result of a nomination from association members, that office will be presented to the membership for an individual vote.

The President will then present any other agenda items requiring a vote of the membership.

A majority vote of the members present and voting at the annual meeting is required for election of officers and approval of referenda and other agenda items.

Park Board. The President or a member designated by the President will conduct liaison with the Bainbridge Island Metropolitan Park and Recreation District Board of Commissioners. The President will provide the Board of Commissioners with a copy of the annual letter.

Bylaws Review. The board will review these bylaws each February to inform new board members and update as needed.

Amendment of Bylaws. These bylaws may be amended by the board at any regular meeting of the board. Notice of proposed amendments must be provided to the membership of the association for comment at least 60 days before the board meeting at which the amendments will be voted on. Following the comment period, changes may be made to the proposed amendments.

To amend the bylaws, each board member must vote. All votes to amend the bylaws must be cast in person at the board meeting; no absentee voting is allowed. To amend the bylaws a supermajority vote is required; i.e., there must be six votes in favor of the amendments if seven members are casting votes, or there must be five votes in favor of the amendments if five or if six members are casting votes.

 

 

ARTICLES OF INCORPORATION

Articles were initially approved January 10, 1994, with Amendment 1 approved June 6, 1994, Amendment 2 approved August 19, 1994, and Amendment 3 approved July 12, 1995, as follows:

ARTICLE I

The name of the corporation shall be: Battle Point Astronomical Association

 

ARTICLE II

The term of existence shall be: Perpetual

 

ARTICLE III

The purposes for which the corporation is organized are as follows:

 

  1. Create an Astronomical complex of Battle Point Park, Bainbridge Island, WA.
  2. Provide for the development, construction, procurement and use of astronomical systems, used within the complex.
  3. Provide a nucleus, encouraging growth of a group of amateurs interested in astronomy, composed of experienced, student and prospective astronomers.
  4. Provide for the instruction of students interested in astronomy, conferences for astronomical matters and public demonstrations of the history, current activities and future prospects for astronomy.
  5. Provide a working system that can network with other systems, incorporate joint observation programs, view remote satellite systems, and cooperate on celestial events of current interest.

 

ARTICLE IV

The name of the Registered Agent of the corporation is: Mack Gardiner, Secretary. The street address of the Registered Office, which is also the address of the Registered Agent is as follows:

4919 NE Tolo Road

Bainbridge Island, WA 98110

 

 

ARTICLE V

There shall be three directors serving as the initial Board of Directors. Their names and addresses are as follows:

Chairman:

Edwin Ritchie
4157 Pt White Dr NE
Bainbridge Island, WA 98110

Secretary:

E.M. Gardiner
4919 NE Tolo Rd
Bainbridge Island, WA 98110

Treasurer:

John H. Rudolph
221 Gowen Pl NE
Bainbridge Island, WA 98110

 

ARTICLE VI

In the event of dissolution of the corporation, the net assets are to be distributed as follows: Bainbridge Island Park & Recreation District

 

ARTICLE VII

The name and address of each incorporator is as follows:

Edwin Ritchie
4157 Pt White Dr NE
Bainbridge Island, WA 98110

 

E.M. Gardiner
4919 NE Tolo Rd
Bainbridge Island, WA 98110

 

John H. Rudolph
221 Gowen Pl NE
Bainbridge Island, WA 98110

 

ARTICLE VIII (As amended August 19, 1994)

DISTRIBUTION OF ASSETS IN ACORDANCE WITH IRS CODE SECTION 501(c)(3)

Upon the winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to the Bainbridge Island Park & Recreation District IAW Article VI. However, if the named recipient is not then in existence or is no longer a qualified distributee, or is unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, and/or scientific purposes and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code.

Such distributed assets must be used for a public purpose that advances the same causes of the Battle Point Astronomical Association and must be operated exclusively for the purposes specified in section 501(c)(3) of the Internal Revenue Code. Any such assets not so disposed of shall be disposed by the court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine.

 

ARTICLE IX (Added June 6, 1994)

EARNINGS OF THE CORPORATION

No part of the net earnings of the corporation 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 VIII thereof. No substantial part of the activities of the corporation shall be the carrying 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, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation as set out in Article III of this incorporation.

 

ARTICLE X (Added June 6, 1994, as amended July 12, 1995)

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Corporation shall indemnify to the fullest permitted by law any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise and whether formal or informal (including an action, suit or proceeding or by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the Corporation or a fiduciary with respect to any employee benefit plan of the Corporation, or serves or served at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Director includes, unless the context requires otherwise, the estate or personal representative of a director. This Article shall not be deemed exclusive of any other provisions for indemnification of directors, officers and fiduciaries that may be included in any statute, bylaw, agreement, resolution of members or directors or otherwise, both as to action in any official capacity and action in another capacity while holding office. This indemnification insurance shall be provided in such manner as the Board of Directors may approve.

No director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for conduct as a director, provided that this Article X shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 238.08.310, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. This Article X shall not eliminate the liability of a director for any act or omission, for which such elimination of liability is not permitted under the Washington Business Corporation Act. No amendment to the Washington Business Corporation Act that further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director for any act or omission which occurs prior to the effective date of such amendment.

 

ARTICLE XI (Added August 19, 1994)

SCIENTIFIC AND EDUCATIONAL ORGANIZATION

This corporation is organized exclusively for scientific and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

 

ARTICLE XII (Added August 19, 1994)

ACTIVITIES LIMITED TO THOSE ALLOWED BY 501(c)(3) OF INTERNAL REVENUE CODE

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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).