Adopted December 2021

In order to secure the benefits and pleasures of an association of individuals sincerely interested in amateur astronomy we, the members, do hereby organize and constitute ourselves The Cape Fear Astronomical Society of Wilmington, a North Carolina non-profit corporation. This corporation is organized exclusively for charitable, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The goals of this corporation will be to promote the enjoyment and preservation of the night skies, to encourage and coordinate the activities of amateur astronomical societies, to reach out to the community with astronomy education, to develop skill in the various fields of astronomy, and to mentor others interested in amateur astronomy.

This Constitution shall be used as the Bylaws of the Corporation.

1. SOCIETY NAME

   The name of this corporation shall be the Cape Fear Astronomical Society.

2. SOCIETY MEMBERSHIP
   1. Any person paying dues and having a sincere interest in astronomy will be admitted to membership without regard to sex, race, creed or national origin. Paid members shall have full voting privileges and shall be eligible to hold office.
   2. There shall be four classes of membership in the Society:
      1. Regular Membership: Granted to any person who has paid at least the set annual dues.
      2. Lifetime Membership: Awarded to any person who has paid a one-time fee at least 20 times the set annual dues. Lifetime members need pay no additional dues during their lifetime.
      3. Family Membership: Dues for a family membership is 125% of the set annual dues, and covers all members of the household.
      4. Student Membership: Available to students, in good standing, who have paid at least $5 annual dues.
   3. Annual membership dues will become due and payable in January of each year. Members whose dues are not paid before or during the March meeting will be dropped from the roster and email list. Members deciding to rejoin later that year will pay the full yearly dues regardless of the time remaining in that year.
   1. New joining members will pay a prorated amount based on quarters, paying only the remaining quarters in that calendar year.
   2. All computed and prorated dues amounts will be rounded to the next highest whole dollar amount.
   3. Any change to the annual dues shall be determined by the Executive Board and Published prior to the October regular meeting. The change must be approved by a majority of a Quorum at the November meeting.
   4. A member may be removed from membership by a two thirds vote of a Quorum after a show of due cause under the provision that the members are notified of such proposed action during the regular meeting prior to the meeting at which the action is to be taken.
3. ELECTED SOCIETY OFFICERS
   1. The elected officers of The Cape Fear Astronomical Society shall consist of President, Vice President, Associate Vice President, Secretary and Treasurer.
   2. The officers of the Society shall be elected to serve for one calendar year.
   3. The Executive Board shall be comprised of all elected officers of the society. The Executive Board will have powers as described in this Constitution, will act as the Corporate Board of Directors, and may meet in person or via electronic means as needed. Minutes of meetings of the executive board shall be kept, published by the Secretary, and stored in the Corporate Archive.
   4. Duties of an officer may be delegated to a member by an officer. Delegations must be for a limited time and will expire at the end of the delegating officer's term. The society must be notified by the secretary of these delegations.
4. UNELECTED OFFICERS
   1. Unelected officers are appointed by the President with approval of the Executive Board. They serve until resignation or removal by the President with approval of the Executive Board.
   2. Unelected officers will include Outreach Coordinator, Program Coordinator, Astronomical League Coordinator, Newsletter Editor and Webmaster, and such other positions as are deemed necessary. All unelected officers must be members in good standing.
5. DUTIES OF SOCIETY OFFICERS
   1. PRESIDENT: The President shall preside at all business meetings, shall be the chairperson of the Executive Board and shall call extra business meetings when deemed necessary. They shall temporarily fill vacancies and appoint committees not otherwise provided for. They shall be an ex-officio member of all committees and shall perform all other duties normally required by the office of President.
   2. VICE PRESIDENT: The Vice President shall preside in the absence or inability of the President to serve. In addition, if there is no Outreach Coordinator they shall coordinate the society's public outreach activities.
   3. ASSOCIATE VICE PRESIDENT: The Associate Vice President shall preside in the absence or inability of the President and Vice President to serve. In addition, if there is no Program Coordinator they shall be responsible for finding presenters for monthly meeting programs.
   4. SECRETARY: The duties of the Secretary fall into the following areas:
      1. Registered Agent: Corporations are required to have a Registered Agent to receive legal correspondence. The Secretary shall act as the Registered Agent for the Society. The Secretary shall amend and file any documents required by law when the Registered Agent changes. All expenses required in performance of this duty shall be reimbursed by the Society.
      2. Record keeping: The Secretary shall keep the Minutes of all regular, special, or Executive Board meetings. They shall maintain these minutes in a permanent record, along with annual roster and finance reports, which will be available to the general membership, and as required by applicable state or federal laws. The Secretary shall use the records to prepare and submit any reports required by law.
      3. Corresponding: The Secretary shall correspond with other organizations and individuals regarding society business and activities.
      4. Publishing: The Secretary shall be responsible for accumulating, coordinating, producing and distributing news and information of interest to the membership (Publishing), including but not limited to the minutes, the schedule of all meetings, and all society activities and functions. The means of Publishing shall include the society web pages and email list, as well as on-line social and traditional print and broadcast media as appropriate.
   5. TREASURER: The Treasurer shall keep an accurate account of all financial transactions of the corporation and will carry out the following:
      1. Receive and receipt dues from members.
      2. Maintain an up-to-date roster of the membership, to be Published at least annually.
      3. Account for and bank all dues properly.
      4. Pay all bills justly accrued by the corporation.
      5. Send renewal subscription monies to the appropriate publisher for those members who obtain special society subscription rates to astronomical publications.
6. ELECTIONS
   1. An annual election shall be held during the December business meeting. If a Quorum is not present the current officers will continue until an election can be held. The election will be held at the next business meeting where a Quorum is present.
   2. Nominations shall be accepted from the floor and recorded by the Secretary in the minutes at the last two regular meetings preceding the annual election. Candidates must indicate that they accept the nomination in person or in writing by signed and dated letter to the President.
   3. At the last regular meeting preceding the annual election, the President shall appoint a Teller for the upcoming election. The Teller shall be a member who is not a candidate for any elected Society office. The Teller shall administer all aspects of the election, shall tally the votes and shall report the results verbally to the membership before the conclusion of the annual election. These results shall then be recorded in the minutes by the Secretary.
   4. Voting and determining winners.
      1. All offices with a single candidate may be combined into a single slate. The slate will be accepted or rejected by voice vote. The slate shall be accepted if the number of yea votes exceeds the number of nay votes. If the slate is rejected, each office will be voted individually.
      2. A secret ballot will be held for each office where there are more than one candidate. The winner shall be the candidate receiving the greatest number of votes.
      3. If a candidate is running unopposed but not elected as part of a slate, a secret ballot is held with each member casting a yea or nay. The candidate is elected if the number of yea votes exceeds the number of nay votes.
      4. In the event of a tie in the voting for any office, the President shall call a recess as soon as all results have been announced. If at the conclusion of this recess, neither candidate involved in the tie wishes to withdraw from the race, a runoff vote will then be conducted with members present writing their choice on blank ballots. If this runoff also results in a tie, then the race for that office will be decided by the toss of a coin.
      5. Offices which cannot be filled by the normal election shall be filled by appointment per Article IV Section 1.
      6. Elections may be held during online meetings via a polling mechanism built into the meeting software, so long as it allows secret balloting. Elections during remote meetings will proceed as for in-person meetings, but all voting and counting of votes will be done via the software polling mechanism.
   5. There shall be no absentee voting conducted by the Society at any time.
   6. Officers may be removed from office by two-thirds vote of a Quorum after a show of due cause under the provision that the members are notified of such proposed action at the regular meeting prior to the meeting at which the action is to be taken. The Secretary will Publish the proposed removal in the minutes.
   7. Vacancies occurring between elections shall be filled by a special election at the regular meeting following the announcement of the resignation or withdrawal of the officer. Duties of the office shall reside with the President or his interim appointee unless otherwise directed by the Executive Board.
7. MEETINGS
   1. Regular meetings: The Cape Fear Astronomical Society will hold its regular business meeting once a month; at a date, time, and location agreed upon by the membership present at the previous regular meeting and Published at least two weeks prior to the meeting.
   2. Special meetings: The times dates and locations for special events and/or activities will be Published at least two weeks prior.
   3. The Executive Board will decide if a scheduled meeting must be canceled or rescheduled. Notification will be Published as quickly as possible. If the meeting is rescheduled, the new date, time, and location will be Published at least one week prior to the new meeting date.
8. FINANCES
   1. The Treasury of The Cape Fear Astronomical Society shall be held in one or more accounts at a reputable local bank. Such accounts may include checking, savings or certificates in the name of the Society and with proportional funding at the discretion of the Treasurer. All withdrawals will require the signatures of the Treasurer and the President.
   2. The Executive Board shall be empowered to pay bills and make expenditures on behalf of the Society between regular meetings up to 4 times the set annual dues, out of pocket with reimbursement by the Society or directly from the Society's account. Larger amounts require the approval of a majority of a Quorum.
   3. All payments and expenditures shall be reported by the President or Treasurer at the next regular business meeting and must be recorded in the meeting minutes.
9. QUORUM
   1. The minimum number of members of the Society that must be present for valid transaction of business at a regular meeting shall be 25 percent of the membership, which shall constitute a Quorum.
   2. The minimum number of members of the Society to participate in a valid transaction of business during an electronic meeting shall be 25 percent of the membership, which shall constitute a Quorum.
   3. A transaction may be proposed for electronic voting to the CFAS email list by any club member. Members will be allowed to discuss the proposed transaction for a minimum of two days. The President will then approve or deny the transaction for voting. If approved, the President will appoint a Teller to post the official transaction email and tabulate the voting results. Voting will take place for a minimum of three days and a maximum of five days from the date of the official transaction post. The expiration date for voting will be posted in the official transaction email. Voting results will be posted to the email list within seven days of the official transaction post.
10. AMENDMENTS

    Proposed amendments must be made available to the members at a regular meeting at least one month before voting. The amendments must be Published at least four weeks prior to the vote. On seconding of a motion to amend as proposed, the President will appoint a Teller and a secret ballot will be held, with Yea votes to accept and Nay votes to reject the amendments. Amendments must be approved by a two-thirds vote of a Quorum at a regular meeting. Voting on constitutional amendments may be done at on-line meetings via a polling mechanism built into the meeting software so long as it allows secret balloting. The amendment process during remote meetings will proceed as for in-person meetings, but all voting and counting of votes will be done via the software polling mechanism.

11. EQUIPMENT

    Use of Society property or equipment for reasons other than associated Society activities may only be approved by a two-thirds vote of a Quorum, provided that notice of the use was published at least two weeks in advance.

12. PROHIBITED ACTIVITIES

    No part of the net earnings of the corporation shall inure to the benefit of or be distributable to, its members, directors, 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 of purposes set forth in the Articles of Incorporation. 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 provisions of this document, 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(3)(c) of the Code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

13. DISTRIBUTIONS UPON DISSOLUTION

    Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for religious charitable, educational, scientific or literary purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code as the Board of Directors shall determine, or to federal, state, or local governments to be used exclusively for public purposes.