Vision, Mission Statements, and Bylaws

Our Vision:

To promote an appreciation for the art and science of amateur astronomy among the general public.

Our mission:

  1. To seek out those who have an interest in astronomy at any level and foster interest and appreciation for astronomy through informative presentations, demonstrations, and celestial observing events in public and private settings.
  2. To encourage the pursuit and enjoyment of astronomy and provide opportunities for the public to learn and improve skills related to amateur astronomy while promoting its splendors, wonders and beauty among the community at large.
  3. To educate the public on current astronomical issues and topics, presenting known facts of the science of astronomy as fact, proven by the scientific method, and presenting valid points of theories as such, distinguishing between fact and theory so the individual can formulate their own belief.
  4. To remain committed to the pursuit of observational astronomy and assist other educational or scientific organizations in promoting and furthering knowledge of the art and science of astronomy.

 

BYLAWS
OF
IMPERIAL POLK ASTRONOMICAL SOCIETY
(Adopted January 4, 2016)
ARTICLE I.
 PRINCIPAL OFFICE

The principal office of the corporation shall be located at 4407 Ollie Road, Lakeland, Florida, in Polk County, Florida. The board of directors of the corporation from time to time may move the principal office of the corporation to any other place, and may establish other locations for the attainment of the corporation’s purposes. The registered office and registered agent of the corporation shall be set forth in the Articles of Incorporation of the corporation, but the board of directors may change the registered office and registered agent from time to time as provided in the Florida Not for Profit Corporation Act, as amended.

ARTICLE II.

 MEMBERS

Section 1.     The corporation shall have members in such classifications as determined by the Board of directors of the corporation.

Section 2.     Membership in the Imperial Polk Astronomical Society shall be based upon acceptance of the Mission, Vision and Bylaws of the Society by the individual, family or entity seeking membership. Membership shall be subject to the approval of the Society’s officers and payment of the prescribed dues, specified below, to the Society’s Treasurer. Membership shall begin when the prescribed dues are received by the Society.

Section 3.     Membership classes and dues

Lifetime: Membership of an individual, age 19 or older, having no expiration. Membership is granted for the lifetime of the member based upon the foregoing criteria and a one-time fee of $300 (US).

Individual: Membership of an individual, age 19 or older, having a one year term. Membership is granted based upon the foregoing criteria and a yearly fee of $25 (US).

Supporting: Membership by a company, manufacturer, organization, etc. having a one year term. Membership is granted based upon the foregoing criteria and a yearly fee of $40 (US).

Junior Astronomer: Membership of an individual, not as part of a family membership, under the age of 19 years having a one year term. The Society’s officers shall determine if the Junior Astronomer requires a sponsor for membership. Membership is granted based upon the foregoing criteria and a yearly fee of $15 (US).

Family: Membership of a family as a whole, of a single household, at least one of which is age 19 or older, having a one year term. No individual membership is required for any family member of the household. Membership is granted based upon the foregoing criteria and a yearly fee of $45 (US).

Continued membership is subject to the approval of the Society’s officers and continued payment of the prescribed dues.

After initial dues, dues shall be made payable to and received by the Imperial Polk Astronomical Society on the first day of January each year. Membership and privileges of any member who is delinquent in payment of dues may be terminated by the Society’s officers. No notice shall be sent to delinquent members. Delinquent dues for reinstatement may be paid in the same manner as initial membership dues.

Members wishing to be removed from membership shall, upon written request to the Society, be removed from membership. Membership dues are non-refundable.

Section 4.     Membership privileges and restrictions

Individual members:

  1. Shall receive an IPAS log book, if desired.
  2. Shall have the right to attend private observing sessions for members only.
  3. Shall have voting rights in business meetings.

Lifetime members:

  1. Shall have the same privileges as the individual member.

Family members:

  1. Shall have the same privileges as Individual Members, if age 19 or older.
  2. Shall have all of the privileges of the Junior Astronomer, if under the age of 19.

Junior Astronomers:

  1. Shall receive an IPAS log book, if so desired.
  2. Shall have the right to attend observing sessions for members only.

Supporting members:

  1. Shall have the right to advertise approved astronomy related material or products on the IPAS website, including a link to their website.

All members of all classes shall be required to abide by the following:

  1. No member or members shall use or advertise the Imperial Polk Astronomical Society name in any form without the express permission of the board of directors.
  2. No member or members shall reproduce, use or display the IPAS logo in any form without the express permission of the board of directors.
  3. No member or members shall hold an observing session or sessions in the name of the corporation without the express permission of the board of directors.

ARTICLE III.

 BOARD OF DIRECTORS

 Section 1.     The conduct of the affairs of the corporation and the attainment of its purposes shall be managed and guided by the Board of directors of the corporation.

Section 2.     The corporation shall have not less than three (3) directors nor more than five (5) directors, with the exact number of directors to be fixed from time to time by resolution of the Board of directors, and each director shall be elected by the Board of directors at the annual meeting of the Board of directors. Each director shall hold office for a specified term of one (1) year, or until his or her successor shall have been duly appointed and qualified, or until his or her sooner resignation, removal from office, or death.

Section 3.       The Board of directors may hold annual, regular, or special meetings either within or without the state of Florida.

Section 4.       No person shall be a director of the corporation unless he or she shall be a natural person who has attained to the age of eighteen (18) years.

Section 5.       A quorum of the Board of directors consists of a majority of the whole number of directors to be fixed from time to time by resolution of the Board of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of directors. A director of the corporation who is present at a meeting of the Board of directors when corporate action is taken is deemed to have assented to the action unless he or she objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting or he or she votes against or abstains from the action taken.

Section 6.       A majority of directors present, whether or not a quorum exists, may adjourn any meeting of the Board of directors to another time and place, and notice of any such adjourned meeting need not be given to the directors who were not present at the time of the adjournment nor to the other directors if the time and place of the adjourned meeting are announced at the time of the adjournment.

Section 7.       The Board of directors may permit any or all directors to participate in any annual, regular, or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

 

Section 8.       Action required or permitted to be taken at a Board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.

Section 9.       The annual meeting of the board of directors shall be held during the first quarter of each calendar year, and regular meetings shall be held at such times as may be fixed by resolution of the Board of directors. Special meetings of the Board of directors may be held on the call of the president or a majority of the directors. Written notice of each special meeting shall be given by the secretary to each director at least three (3) days prior to the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon  arrival at the meeting, any objection to the transaction of affairs because the meeting is not lawfully called or convened.

Section 10.     A director may resign at any time by delivering written notice to the board of directors or the president of the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 11.     Any vacancy occurring on the board of directors may be filled by the president of the corporation. A director appointed to fill a vacancy shall be appointed for the unexpired term of his or her predecessor in office. A vacancy that will occur at a specific later date by reason of a resignation effective at a later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Section 12.     The board of directors, at its annual meeting, shall elect from among its membership a president, a vice president, a secretary, a treasurer, and such other officers as the board of directors, from time to time, shall deem necessary. The board of directors shall have the power to elect a new president should a vacancy in that office occur, but if the board of directors does not do so, the vice president, the secretary, and the treasurer, in that order, shall serve as acting president of the corporation until the next annual election of officers.

Section 13.     Any director may be removed by two-thirds vote of the remaining members of the board of directors, whether or not a quorum is present, whenever, in the judgement of the board of directors, the best interests of the corporation will be served thereby.

Section 14.     The board of directors may establish committees from among its membership and, subject to any limitations imposed by law, shall vest in such committees such powers and duties as the board of directors shall think proper.

Section 15.     Every director, officer, employee, or agent of the corporation shall be indemnified by the corporation to the full extent permitted by Florida law, as now in existence or as from time to time hereafter amended.

Section 16.     The board of directors shall not set any compensation for itself, or for any member thereof. Notwithstanding the foregoing, the board of directors may authorize each member of the board of directors to receive reimbursement for his or her expenses reasonably incurred in attending meetings of the board of directors, in attending meetings of committees of the board of directors, or traveling for or on behalf of the corporation.

Section 17.     The board of directors shall adopt and require the implementation of a conflict of interest policy statement for use by the corporation and all of its officers, directors, and committee members.

Section 18.     The board of directors shall adopt and require the implementation of an anti-solicitation policy statement for use by the corporation and all of its officers, directors, and committee members.

ARTICLE IV.

 OFFICERS

Section 1.       The officers of the corporation shall consist of a president, a vice president, a secretary, a treasurer, and such other officers as the board of directors, from time to time, shall deem necessary, and shall be elected by the board of directors as set forth in Article III, Section 12, above. Any two (2) or more of such offices may be held by the same person.

Section 2.       Each officer has the authority and shall perform the duties set forth in these bylaws or, to the extent consistent with these bylaws, the duties prescribed by the board of directors.

Section 3.       An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.

Section 4.       Any officer may be removed by two-thirds vote of the remaining members of the board of directors, whether or not a quorum is present, whenever, in the judgement of the board of directors, the best interests of the corporation will be served thereby.

Section 5.       The president shall, when present, preside at all meetings of the board of directors. The president shall be a member ex officio of all committees. The president may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties as may be prescribed by the board of directors from time to time.

Section 6.       The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The president shall, preside at all meetings of the board of directors. The president may sign deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incidental to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 7.       In the absence of the president or in the event of the president’s death, inability, or refusal to act, and in the absence of a contrary specification by the board of directors, the vice president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties as from time to time may be assigned by the president or by the board of directors.

Section 8.       The secretary shall: (a) keep the minutes of the proceedings at meetings of the board of directors in one or more books provided for that purpose; (b) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which is duly authorized on behalf of the corporation under its seal and otherwise authenticate the record of the corporation; (c) keep a register of the mailing address of each member of the board of directors which shall be furnished to the secretary by each member of the board of directors; and (d) in general, perform all of duties as from time to time may be assigned by the president or by the board of directors.

Section 9.       The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors in accordance with the provisions of these bylaws; and (c) in general, perform all of the duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of the duties of the treasurer in such sum and with surety or sureties as the board of directors shall determine.

Section 10.     The assistant secretary shall perform the functions of the secretary in the absence of the secretary or in the inability of the secretary so to serve.

ARTICLE V.

 CONTRACTS, LOANS, AND OTHER DOCUMENTS

 Section 1.       The board of directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.

Section 2.       No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or may be confined to specific instances.

Section 3.       All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer, officers, agent, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. Disbursement or withdrawal of funds, from any of the corporation’s accounts, whether by check, draft or other instrument of disbursement or withdrawal, shall require the signature of two not-related Officers/Directors, until such time as the office of Treasurer shall be filled, at which time the responsibility and authority to manage said funds shall be delegated to that office. Any such resolution shall be spread upon the minutes of the proceedings of the meeting.

Section 4.       All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

ARTICLE VI.

 RECORDS

Section 1.       The corporation shall keep as records minutes of all meetings of the board of directors, a record of all actions taken by the board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

Section 2.       The corporation shall maintain accurate accounting records.

ARTICLE VII.

 FISCAL YEAR

Section 1.       The fiscal year of the corporation shall begin on January 1 and shall end on December 31 of each calendar year.

ARTICLE VIII.

 SEAL

Section 1.       The board of directors shall adopt a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, the year of incorporation, and the words, “Corporation Not for Profit”.

ARTICLE IX.

 AMENDMENT OF BYLAWS

Section 1.       These bylaws may be altered, amended, or repealed by a two-thirds vote of those directors present at a meeting of the board of directors at which a quorum is present.