Bylaws

BY-LAWS
OF THE
SPACE SCIENCE FOR SCHOOLS, INC.

ARTICLE 1 - NAME AND PURPOSE

1.1 - NAME

The name of this Corporation shall be the Space Science for Schools, Inc. (aka SS4S), and its principal address shall be, Space Science for Schools, Inc., 930 Tahoe Blvd., #802-520, Incline Village, NV 89451

1.2 - PURPOSE

1.2.1 - The purposes for which this Corporation is formed are as follows:

(a) To encourage the teaching and experiencing of astronomy education and related sciences for the elementary, middle, high school and college level student, as well as to promote science and astronomy education among its faculty, parents of students and the public; to create direct teacher-student mentoring programs between astronomers and faculty with Project ASTRO affiliation with Sierra Nevada College. The corporation will operate as an educational foundation with a non-discriminatory charter and flexible programs for supplementing public and private schools classroom teaching, field studies, “Science and Astronomy Camps”, public and private sponsored educational outreach programs including Family ASTRO. The educational programs will be supervised by a half to full time director of education and a volunteer or per diem fee for service staff of astronomy and science educators. The corporation will maintain educational assets including a mobile classroom and observatory, telescopes, scientific instrumentation and classroom educational aids as it deems necessary to carry out its charter for education.

(b) To have and exercise all of the rights and powers conferred upon non-profit corporations under the Nevada Non-Profit Corporation Law now in effect or at any time to be amended.

(c) Said Corporation is organized exclusively for charitable, educational and scientific purposes, 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. The Corporation shall not conduct or carry on any activity not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code.

(d) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the organization 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 the purpose clause thereof. No substantial part of the activities or the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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 this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization 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 an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

(e) Upon the dissolution of the organization, 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 disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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 2 - MEMBERSHIP

2.1 - CLASSES OF MEMBERSHIP

2.1.1 - The membership in this Corporation shall be composed of individual members, institutional members, life members as well as patrons.

2.1.2 - Individual Membership

2.1.2.1 - Individual membership is available to all persons having an interest participating in SS4S public programs and the teaching and mentoring programs in astronomical science. The current fiscal year rate is $25.

2.1.3 - Institutional Membership

2.1.3.1 - Institutional membership is available to any institution interested in the advancement of astronomy education, at a rate to be set by the Board of Directors. The institutional member may serve and vote by and through one named delegate. Institutional membership is available for this current fiscal year for a fee of $250.

2.1.4 - Patron

2.1.4.1 Classification as a patron is available to any individual or organization who, as recognized by the Board of Directors, has made a substantial financial contribution to the organization.

2.1.5 - Life Membership

2.1.5.1 - Lifetime membership of $250.00 is available to individual members.

2.2 - MEMBERSHIP FEES AND DUES

2.2.1 - There shall be a membership fee as reviewed and set by the Board of Directors from time to time. Annual individual membership fee will be $25 for July 1, 2003 to June 30, 2004.

2.2.2. - The term of membership is from July 1 to June 30, annually.

2.3 - REGISTRATION FEES

2.3.1 - Registration fees may be charged for attendance at various meetings of the Corporation in accordance with schedules established by the Board of Directors from time to time. The registration fees for non-members maybe higher than those charged for members.

2.4 - ADDITIONAL REVENUES

2.4.1 - The Board of Directors may also raise additional revenues by various other means such as, but not limited to, special assessments of members, requests for contributions, the sale of teaching materials and astronomical related aids, as well as by advertising in the web based newsletter.

2.5 - MEMBERSHIP MEETINGS

2.5.1 - Annual Members' Meeting

2.5.1.1 - The Corporation shall hold at least one (1) conference per year, together with such additional meetings, workshops, conferences, symposiums, or conventions as it shall elect, either alone or in cooperation with other organizations. At the time of its annual conference, a general meetings of the membership shall be held at such time and in such locations as shall be decided by the Board of Directors.

2.5.2 - Attendance

2.5.2.1 - Said meetings, conferences, workshops or conventions shall be open to all members of this corporation.

2.5.3 - Special Meetings

2.5.3.1 - Special meetings for the members of the Corporation for any purpose or purposes for which a vote of the membership must be taken maybe called at any time by resolution of the Board of Directors, or by at least ten (10%) percent of the entire membership entitled to cast votes. Upon receipt of any such request, it shall be the duty of the Secretary of the Corporation to fix the time and place of the meeting, which shall be held not less than ten (10) nor more than thirty (30) days thereafter.

2.5.4 - Notice of Meeting

2.5.4.1 - Written or printed notice, stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered to each voting member of the Corporation not less than ten (10) nor more than one hundred (100)days before the date of the meeting, either personally or by ordinary mail.

2.5.5 - Voting Rights and Quorum at Meetings

2.5.5.1 - Each individual member as well as institutional members shall be entitled to one (1) vote cast on any business to come before the membership at any special meeting or any annual meeting for which the member is registered. Such vote may be cast in person or by written proxy delivered to another registered member who personally attends the meeting of which the vote is taken. Members not registered at any particular annual meeting may not vote in person or by proxy at the meeting. The attendance of at least fifty-one(51%) percent of all registered members of the Corporation, or registered at the annual workshop at which said meeting is held shall constitute a quorum to legally transact any business.

ARTICLE 3 - OFFICERS AND DUTIES

3.1 - OFFICERS

3.1.1 - The officers of this Corporation shall be the following: President, President Elect, First Vice President, Second Vice President, Secretary, Treasurer and Past President.

3.2 - SELECTION AND TERM OF OFFICERS

3.2.1 - The terms of officers shall be the following: Two (2) years for the President, Secretary and Treasurer; and one (1) year for the President Elect, Past President, and First and Second Vice Presidents.

All officers shall be elected through a mail-in ballot by a simple plurality of those members of the Corporation casting ballots during the year of election in those years when a term expires or a vacancy occurs, with the exception of the First and Second Vice Presidents, who shall be appointed by the Board of Directors.

3.3 - DUTIES OF OFFICERS

3.3.1 - President

3.3.1.1 - The President is the chief executive officer of the Corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. The President will perform all duties incident to the office and other duties that may be required by these by-Laws or prescribed by the Board of Directors.

3.3.2 - President Elect

3.3.2.1 - The President Elect shall, in the absence or incapacity of the President, perform all of the duties of the President.

3.3.3 - First Vice President

3.3.3.1 - The First Vice President shall have been the host of the annual meeting of the officers of the corporation and scientific conference sessions. In the event that both President and President Elect are absent or unable to serve, the First Vice President shall next assume those responsibilities. The First Vice President shall also perform those duties as prescribed by the Board of Directors. In cases where the position of host is shared by more than one person, the Board of Directors shall appoint one of the co-hosts to serve as First Vice President.

3.3.4 - Second Vice President

3.3.4.1 - The primary duty shall be to host the Project ASTRO and Family ASTRO events. The Second Vice President shall also perform those duties prescribed by the Board of Directors. In cases where the position of host is shared by more than one person, the Board of Directors shall appoint one of the co-hosts to serve as Second Vice President.

3.3.5 - Secretary

3.3.5.1 The Secretary shall keep minutes of all meetings of members of the Board of Directors, as well as the annual meeting, be the custodian of all corporate records, give all notices as required by law or by the By-Laws, conduct the annual mail-in ballot for election of the Board of Directors, and generally perform all duties incident to the office of Secretary of the Corporation, as well as perform any other duties as may be required by law, by the Articles of Incorporation, by these By-Laws, or which maybe assigned by the Board of Directors.

3.3.6 - Treasurer

3.3.6.1 - The Treasurer will have charge and custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, render reports and accountings to the Directors and to the members as required by the Board of Directors or by the members or by law. The Treasurer will perform in general all duties incident to the office of Treasurer and any other duties as may be required by law, by the Articles of Incorporation, by these By-Laws, or which may be assigned by the Board of Directors.

3.3.7 - Past President

3.3.7.1 - The Past President shall perform those duties prescribed by the Board of Directors.

3.4 - FILLING OF VACATED POSITIONS

3.4.1 - In the event that an officer becomes incapacitated, or a position becomes vacant, the Board of Directors shall promptly select a replacement from among the members of the Corporation. The said replacement shall assume the duties of his or her office until such time as the officer is able to resume his or her position, or until the next election shall take place to fill the said position.

3.5 - REMOVAL OF OFFICERS

3.5.1 - Any officer may be removed from office for malfeasance or for failure to fulfill the duties and responsibilities to the Corporation, by a two-thirds (2/3) vote of the Board of Directors, or by a two-thirds(2/3) vote of the members present at a general meeting.

ARTICLE 4 - BOARD OF DIRECTORS

4.1 - AUTHORITY OF THE BOARD OF DIRECTORS

4.1.1 The Board of Directors of the Corporation shall be charged with the management of the business and the affairs of the Corporation.

4.2 - STRUCTURE OF THE BOARD OF DIRECTORS

4.2.1 - The Board of Directors shall be composed of seven (7) officers together with four (4) elected members-at-large, In addition, the Board of Directors may appoint ex-officio members.

4.3 - TERMS OF OFFICE AND SELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

4.3.1 - Officers must be members of the Organization for at least one year prior to nomination. All members of the Board of Directors who are officers shall remain members of the Board during their elected term of office. Elected Members-At-Large of the Board of Directors shall serve for a four (4) year term. Officers shall be elected through a mail-in ballot by a simple plurality of those members of the Corporation casting ballots. Non-elected Board Members shall serve a term of three years.

4.4 - QUORUM AND VOTING OF THE BOARD OF DIRECTORS

4.4.1 - A quorum of the Board of Directors for purposes of voting shall be fifty (50%) percent of the Board of Directors plus one (1). No member of the Board of Directors shall have more than one (1) vote. A simple majority of the legal votes cast by members of the Board of Directors present at a meeting shall be necessary for the conduct of its business unless otherwise specially provided for in these By-Laws.

4.5 - MEETINGS OF THE BOARD OF DIRECTORS

4.5.1 - The Board of Directors shall meet from time to time as required in order to conduct the business of the Corporation, but at least annually. Written notice shall be received by each member of the Board of Directors for each meeting at least ten (10) days in advance, the said notice to be sent by regular mail. In addition to the annual meeting of the Board of Directors, special meetings may be called at any time either by the President or by at least three (3) members of the Board of Directors.

4.6 - INFORMAL ACTION

4.6.1 - Any action which may be taken at a full meeting of the Board of Directors may be taken without the said meeting, if a consent or consents in writing setting forth the action are signed by a quorum of the Board and are filed with the Secretary of the Corporation.

4.7 - WAIVER OF NOTICE

4.7.1 - Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of that meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE 5 - COMMITTEES

5.1 - STANDING COMMITTEES OF THE CORPORATION

5.1.1 - This Corporation shall have certain standing committees, the said committees and their respective functions to be as follows:

5.1.2 – Project ASTRO / Family ASTRO Workshops Committee

5.1.2.1 - The Workshops Committee shall organize and supervise the running of workshops.

5.1.3 – School and Public Events Committee

5.1.3.1 - The Proceedings Committee shall supervise the outreach programs of the Corporation.

5.1.4 - Communications Committee

5.1.4.1 - The Communications Committee shall publish "Space Science for Schools Messenger", together with any other publications, maintain the web site content, handle correspondence from incoming and outgoing e-mail and written materials.

5.1.5 - Membership Chair

5.1.5.1 - The Membership Chair shall chair the Membership Committee as well as to perform other duties as prescribed by the Board of Directors.

5.1.6 - Nominations Committee

5.1.6.1 - The Nominations Committee will be a standing committee appointed by the Board of Directors to present a slate of nominees for officers of the SPACE SCIENCE FOR SCHOOLS Board to the membership at the annual meeting. The Chair of this committee will oversee the election of said candidates and publish the results to the membership.

5.2 - MEMBERSHIP ON COMMITTEES

5.2.1 - Members of standing committees shall be appointed by the Board of Directors.

5.2.2 - President and President Elect of the Corporation shall be ex-officio members of all committees of the Corporation.

5.3 - ADDITIONAL COMMITTEES

5.3.1 - Additional committees of the Corporation may be designated from time to time by the Board of Directors of the Corporation, which shall delegate to the said committees such responsibilities as it shall decide.

ARTICLE 6 - OPERATIONS OF THE CORPORATION

6.1 - FISCAL YEAR

6.1.1 The fiscal year of this Corporation shall run from July 1 to June 30.

6.2 - EXECUTION OF CHECKS AND DRAFTS

6.2.1 - All checks, drafts or other orders for the payment of money or as evidences of the indebtedness of the Corporation shall be signed by the Treasurer, and President or by such other person as the Board of Directors may designate.

6.3 - BOOKS AND RECORDS

6.3.1 - Accurate and complete books and records of accounts shall be kept by the Treasurer. Minutes of all proceedings of the Board of Directors as well as the general membership annual meeting shall be retained by the Secretary of the Corporation. Such records shall be available upon request for inspection by any member of the Corporation at any reasonable time.

6.4 - NON-PROFIT OPERATIONS

6.4.1 - This Corporation shall not have or issue shares of stock. No dividends will be paid and no part of the income of this Corporation will be distributed to any members of the Board of Directors or Officers. The Corporation may, however, pay compensation in any reasonable amounts to any members, Officers, or members of the Board of Directors for services rendered or costs incurred.

6.5 - ROBERT'S RULES OF ORDER

6.5.1 - Robert's Rules of Order (Revised) shall govern all meetings of the Corporation.

ARTICLE 7
RELEASE FROM LIABILITY AND INDEMNIFICATION OF DIRECTORS

7.1 - Pursuant to the authority granted under the Pennsylvania Director's Liability Act, Act No. 145, November 28, 1986, by majority vote of the members of this Corporation, the Directors are hereby specifically released from personal liability for monetary damages as a result of any action taken by them, or by their failure to take such action in their capacity as Directors of this corporation, unless any such claim made against the said Directors involve self-dealing, willful misconduct or recklessness, or unless the Directors have breached or failed to perform the duties of his or her office under Section 8363 of 42 P.A.C.S.A. In addition, this Corporation hereby agrees to indemnify all Directors to the fullest extent allowed under this said Act.

ARTICLE 8 - AMENDMENTS

8.1 - ADOPTION AND MODIFICATION OF BY-LAWS BY BOARD OF DIRECTORS

8.1.1 - To the extent allowed by law, the Board of Directors shall be authorized, by a two-thirds (2/3) majority of the entire Board of Directors, to alter, amend or repeal the within By-Laws.

8.2 - AMENDMENT BY MEMBERS

8.3 - In all other cases amendments to the By-Laws shall be adopted by a two-thirds (2/3) vote of the entire Board of Directors. Thereafter, and in said case, the said amendments shall be passed by a two-thirds (2/3)majority of members present at an annual meeting.

ADOPTION OF BY-LAWS

These By-Laws are hereby subject to approval by the Board of Directors on or before July 1, 2003

INITIAL BOARD OF DIRECTORS

Paul H. Guttman, M.D.

Richard Smith

Robert Mimiaga

Byrne Falke

ATTEST:

Paul H. Guttman, M.D.
Acting Secretary

AMENDMENTS

Information on Amendments (as per numerical superscripts in the body of the text):

1. No amendments have been approved at this time.

POLICIES

1 – TRADE MAKE USE POLICY

Given the underlying philosophy that teaching and interactive learning is best facilitated through hands-on investigation, SPACE SCIENCE FOR SCHOOLS supports the principle that for investigating certain astronomical phenomena requires exercises that involve the use of equipment provided by the corporation. The name SPACE SCIENCE FOR SCHOOLS or SS4S is an official trademark of the corporation and must be affixed to any teaching materials, equipment and communications that are originated by the activities of SPACE SCIENCE FOR SCHOOLS.

2 - COPYRIGHT POLICY

1. Copyright of an individual paper, photograph, proceeding, publication or chapter in a publication is owned by the author/institution.

2. SPACE SCIENCE FOR SCHOOLS holds copyright of the compilation of a published compendium if offered as part of its web based communications or written materials.

3. Proper credit to the SPACE SCIENCE FOR SCHOOLS is expected if services and equipment provided by SS4S is utilized or contracted by another organization.

4. Format approved for copyright notice on compilations of meeting notes or scientific publications will be as follows:

All rights reserved. No part of this publication may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of the copyright owner. Use solely at one's own institution with no intent for profit is excluded from the preceding copyright restriction unless otherwise noted in the copyright notice in the individual chapter in this volume. Proper credit to this publication must be included in your laboratory outline for each use; a sample citation is given above. Upon obtaining permission or with the "sole use at one's own institution" exclusion, SPACE SCIENCE FOR SCHOOLS strongly encourages individuals to use the exercises in this proceedings volume in their teaching program.

5. The copyright notice on the title page of each chapter should appear as follows:

6. SPACE SCIENCE FOR SCHOOLS does not register its copyright of compilation with the U.S. Copyright Office. (The author/institution is free to register their copyright if they wish to do so.)

7. Each potential workshop presenter will be informed of the content in the above recommendations (that are relevant to them) prior to their agreeing to present their workshop.

3 - DISCLAIMER STATEMENTS FOR THE PROCEEDINGS VOLUMES

Astronomy and Laboratory Equipment Safety:

Although the astronomy equipment and laboratory exercises in use in the classroom and field have been tested and due consideration has been given to safety, individuals performing these exercises must assume all responsibilities for risk. SPACE SCIENCE FOR SCHOOLS disclaims any liability with regards to safety in connection with the use of the laboratory exercises and equipment.

4 - SPACE SCIENCE FOR SCHOOLS POLICY ON HONORARIA AND RELATED PRESENTER EXPENSES

Major Workshops including Project ASTRO and Family ASTRO meetings and training sessions

Honorarium is given per major workshop at a value to be determined by the Board of Directors. These honoraria are paid by the Treasurer and are to be included in the Host's conference budget. The honorarium is sent to the presenter at the time of the workshop or presentation.
The conference registration fee is waived for the presenter(s) of major workshop. This enables the presenter to participate fully in the conference's activities, including attending workshops on the days that they are not presenting. The registration waivers for the major presenters are included in the Host's conference budget.
Whether or not the presenters of major workshops pay themselves to attend the banquet is at the discretion of the Host. If the presenters do not pay for the banquet then this amount is included in the Host's budget. It is at the discretion of the host whether or not to invite conference preparation staff to the banquet
All presenters will be reimbursed for their transportation, accommodations, and meals (other than those meals included with registration).
SS4S host provides astronomy equipment and materials for major workshops, providing that a final materials list is feasible and received in a timely manner in order to be considered by the host institution. The cost of consumable materials is included in the Host's budget.

Mini Workshops

Presenters of mini workshops (a) may receive honoraria, (b) be exempt from registration fee, and (c) be provided necessary supplies.

Board Members

The Proceedings Editor receives an honorarium to be determined by the Board of Directors.
Board members are entitled to request from the President that their registration fee be waived for the annual conference; this is typically reserved for board members who have to pay for most of their own conference expenses. The member pays the registration fee to the Host and requests reimbursement from the Treasurer.

Future Hosts

Conference registration fees will be waived for up to 2 people from a future host institution. In addition, lodging costs for one night will be paid for up to 2 people from a future host institution. This allows future hosts to arrive early and attend the Board meeting the year before they host a conference.

5 - DUTIES OF THE NOMINATIONS COMMITTEE

The Nominations Committee will prepare a slate of candidates for election from those submitted by SPACE SCIENCE FOR SCHOOLS members. The slate shall be completed by February 1 of the year of the election.
The Nominations Committee Chair will affirm, in consultation with the Membership Chair, that all candidates are current members and have been members in good standing for at least one year. (Article 4.3.1.)
The Nominations Chair will give each candidate two forms (these forms are to be completed and returned no later than October 1):

(a) The CANDIDATE FOR SPACE SCIENCE FOR SCHOOLS ELECTION form which identifies the position being sought and asks for the candidate's institution and home addresses, phone and fax numbers, and e-mail address. This form is to be returned to the Nominations Chair. He/she will record the information and forward the form to the Secretary.

(b) The INFORMATION for Project / Family ASTRO form which gathers background information concerning the candidates academic position(s), academic background and training, services to SPACE SCIENCE FOR SCHOOLS, and requests a statement concerning the candidates "vision" for SPACE SCIENCE FOR SCHOOLS. This form is to be returned directly to the Editor of SPACE SCIENCE FOR SCHOOLS MESSENGER.

The SPACE SCIENCE FOR SCHOOLS Secretary will prepare the election ballot and mail these to all SPACE SCIENCE FOR SCHOOLS members (via inclusion in the Winter SPACE SCIENCE FOR SCHOOLS MESSENGER). Completed ballots are to be returned to the Nominations Chair. The due date for which ballots are to be returned will be established by the Nominations Chair, SPACE SCIENCE FOR SCHOOLS MESSENGER Editor, and President (since it must be timed with the mailing of the Winter issue), but should not typically exceed February 1.
The Nominations Chair will receive and count the ballots. These should be counted approximately one week after the ballot due date. The Chair will then notify the President, in writing, of the results of the election.
The President will send letters to all candidates informing them of their election status and term of office.
The Nominations Chair will prepare a report on the results of the election for the upcoming SPACE SCIENCE FOR SCHOOLS board meeting, noting any concerns of action to be address for future elections. The report should include statistics on the number of ballots returned and the number of votes for each candidate.
All ballots should be sealed and archived for a period of one year.