GLPA By-Laws

BY-LAWS

OF THE

GREAT LAKES PLANETARIUM ASSOCIATION

(as amended October, 2012)

 

 

ARTICLE I

NAME

Section 1. The name of this organization shall be the Great Lakes Planetarium Association.

 

ARTICLE II

PURPOSES AND ACTIVITIES

Section 1. The Great Lakes Planetarium Association is incorporated under the laws of the State of Michigan as a non-profit organization, established and operated as a professional association within the meaning of Section 501(c)(6) of the Internal Revenue Code, for the following purposes:

A. To promote communication between members of the planetarium profession.

B. To improve the quality of planetarium programming by providing educational opportunities to the Members.

C. To promote a public awareness of the value of planetariums as educational institutions.

D. To provide publications, activities, and services of benefit to the Members.

E. To solicit and receive grants, contributions, and other property; to enter into contracts; to engage necessary personnel and services; and to transfer, hold, and invest such property as necessary for the furtherance of the purposes and activities of the Association.

 

Section 2. Activities shall be restricted as follows:

A. No part of the money or other property received by the Association from any source (including its operations) shall be used directly or indirectly for the benefit of or shall be distributable to the Officers, Members of Committees, or other private individuals, except that the Association shall be authorized to pay reasonable compensation for the services rendered and to make payments necessary for the furtherance of the purposes and activities of the Association.

B. No substantial part of the activities of the Association shall be lobbying or otherwise attempting to influence legislation, and the Association shall not participate in any political campaign on behalf of or against any candidate for public office.

 

ARTICLE III

MEMBERSHIP

Section 1. Membership shall be open to all individuals and organizations interested in and supportive of the purposes and activities of the Association upon payment of dues. Membership shall not be denied because of race, color, creed, sex, or national origin.

 

Section 2. Annual Membership in the Association shall be for one (l) year from October 1st through September 30th of the following year.

 

Section 3. All Members in good standing shall have the right to vote. Organizations who are Members shall have one (l) vote and shall designate an individual as their voting representative upon application for Membership.

 

Section 4. Membership shall be in the following categories:

A. Regular Members shall be those individuals or organizations supportive of the purposes and activities of the Association according to criteria established by the Executive Committee.

B. Student Members shall be those individuals currently enrolled full-time in a secondary school, college, or university.

C. Senior Members shall be those individuals currently 65 or more years old and/or retired.

D. Honorary Life Members shall be those individuals who have this recognition conferred by the Executive Committee.

E. Sustaining Members shall be those individuals or organizations supportive of the purposes and activities of the Association according to criteria established by the Executive Committee.

F. Vendor Members shall be those individuals or organizations who register as vendors for the GLPA conference according to the vendor categories and criteria established by the Executive Committee.

 

Section 5. Membership dues for each Membership category shall be established by the Executive Committee and (except for vendor fees) approved by the Members of the Association. The dues for Student Members shall be one-half the dues for Regular Members rounded up to the nearest whole dollar.

 

Section 6. The Executive Committee may confer Honorary Life Membership upon individuals who fulfill the criteria established by the Executive Committee. Honorary Life Members shall have full Membership benefits for life and shall pay no dues.

 

ARTICLE IV

MEETING OF MEMBERS

Section 1. At least once each calendar year, the Association shall hold a Conference for its Members.

 

Section 2. The hosting of the Conference shall rotate among the planetariums of the Members.

A. The time and place of the Conference shall be determined by the Executive Committee on the basis of invitations received from potential host institutions.

B. Invitations from potential Conference hosts shall be made in writing to the President of the Association by the chief governing body or executive officer of the institution extending the invitation.

 

Section 3. The Association shall provide the Members with written notice of the Conference at least thirty (30) days before the Conference. All Members in good standing shall have the right to attend or to send representative(s) to attend the Conference with the payment of registration and other fees and in accordance with Membership benefits and other such rules as may be established by the Executive Committee.

 

Section 4. During the Conference, the Association shall hold an Annual Meeting for the following purposes:

A. To hear the reports of the Officers and Committees.

B. To elect Officers.

C. To conduct other business as may properly come before it.

 

Section 5. A quorum at the Annual Meeting shall consist of one-half of the Members registered at the Conference less the number of Members voting by absentee ballot.

 

Section 6. There shall be no voting by proxy. Members not in attendance at the Annual Meeting may receive an absentee ballot for election of Officers and amendments to the By-Laws upon written request to the Membership Chair prior to the Annual Meeting.

 

Section 7. Whenever an issue shall arise requiring a vote of the Members at a time other than the Annual Meeting, the Executive Committee and/or the President may direct the Secretary to conduct a vote by postal or electronic mail.

 

ARTICLE V

EXECUTIVE COMMITTEE

Section 1. Management of the Association shall be vested in the Executive Committee consisting of the six (6) Officers and six (6) Chairs of the Standing Committees. All members of the Executive Committee must be Members of the Association in good standing.

 

Section 2. There shall be a minimum of two (2) physical or virtual meetings of the Executive Committee per year. A meeting of the Executive Committee shall be called, at any time, upon the written request of any six (6) members of the Executive Committee.

 

Section 3. The President shall provide members of the Executive Committee with written notice of all meetings of the Executive Committee at least thirty (30) days before the meeting.

 

Section 4. A quorum shall consist of a majority of the members of the Executive Committee, three (3) of whom must be elected Officers.

 

Section 5. Whenever an issue shall arise requiring a vote of the Executive Committee at a time other than a meeting of the Executive Committee, the President may direct the Secretary to conduct a vote by postal or electronic mail.

 

Section 6. Vacancies on the Executive Committee shall be filled as provided for in Article VI, Sections 5 and 6, and Article VII, Section 4.

 

ARTICLE VI

OFFICERS

Section 1. The Officers of the Association shall be:

A. President

B. President-Elect

C. Past-President

D. Secretary

E. Treasurer

F. International Planetarium Society Representative

 

Section 2. All individual Members in good standing are eligible to hold Office.

 

Section 3. The Officers shall be elected at the Annual Meeting of the Association and shall serve a term of two (2) years. The President-Elect shall become President at the conclusion of his/her term as President-Elect and become Past-President at the conclusion of his/her term as President.

 

Section 4. The Officers shall assume their Offices at the Vernal Equinox in the year following their election except as provided for in Section 6.

 

Section 5. Vacancies in the Offices.

A. In the event of a vacancy in the Office of President, the President-Elect shall become President and serve the remainder of the term plus the term for which he/she was elected.

B. In the event of a vacancy in the Office of Past-President, the President may appoint a former President of the Association to serve until the Office is filled as provided for in Section 3.

C. In the event of a vacancy in the Office of President-Elect, Secretary, Treasurer, or International Planetarium Society Representative, the President shall nominate a replacement to be approved by a vote of the Executive Committee.

 

Section 6. In the event that a vacancy in any Office (except Past-President) is filled by a replacement not elected to that Office, an election to fill the Office shall be held at the first Annual Meeting occurring at least 120 days after the date of the vacancy. The elected candidate shall assume the Office at the conclusion of the Annual Meeting and serve the remainder of the term plus one additional full term.

 

Section 7. The Executive Committee shall have the authority to remove an Officer from any Office for just cause by a unanimous vote of the other members of the Executive Committee.

A. No Officer may be removed without a full investigation and hearing before the Executive Committee.

B. Any Officer removed from the Executive Committee may appeal the decision of the Executive Committee to the Members at the next Annual Meeting. A majority vote of the Members in attendance shall be required to reinstate an Officer.

 

Section 8. Duties of the Officers.

A. The President shall:

1. Call and preside at all Annual Meetings and meetings of the Executive Committee.

2. Represent the Association at all times unless another representative is designated by the President.

3. Appoint the Chairs of all Committees except the Nominations Committee.

4. Prepare a written agenda for all meetings at which the President presides.

5. Serve as an ex officio member of all Committees except the Nominations Committee.

6. Perform other such duties as may be assigned by the Executive Committee.

 

B. The President-Elect shall:

1. Preside at all meetings at which the President is unable to preside.

2. Serve as the Chair of the Nominations Committee.

3. Perform other such duties as may be assigned by the President or Executive Committee.

 

C. The Past-President shall

1. Preside at all meetings at which the President and President-Elect are unable to preside.

2. Perform other such duties as may be assigned by the President or Executive Committee.

 

D. The Secretary shall:

1. Record the minutes of all Annual Meetings and meetings (physical and electronic) of the Executive Committee.

2. Mail a copy of the minutes to the members of the Executive Committee within thirty (30) days after the meeting.

3. Present the minutes from the previous Annual Meeting at the Annual Meeting.

4. Perform other such duties as may be assigned by the President or Executive Committee.

 

E. The Treasurer shall:

1. Be responsible for all receipts and disbursements of the Association.

2. Prepare financial statements for all Annual Meetings and meetings of the Executive Committee and at other times as required by the Executive Committee.

3. Be responsible for any audit as required by the Executive Committee.

4. Perform other such duties as may be assigned by the President or Executive Committee.

 

F. The International Planetarium Society (IPS) Representative shall:

1. Represent the Association at all meetings of the IPS Council.

2. Report to the Executive Committee on the proceedings of all meetings of the IPS Council.

3. Report to the Members at the Annual Meeting.

4. Be responsible for forwarding news of the Association to the designated individual(s) of the IPS.

5. Perform other such duties as may be assigned by the President or Executive Committee.

 

ARTICLE VII

COMMITTEES

Section 1. The Standing Committees of the Association shall be:

A. Membership

B. Development

C. Publications

D. Education

E. Technology

F. Conference Planning

G. Nominations

 

Section 2. Other Committees may be established as necessary by the President or Executive Committee. These Committees shall be dissolved upon the completion of their work or when a new President assumes office, whichever occurs first.

 

Section 3. The duties of the Committees shall be established by the President or Executive Committee.

 

Section 4. The President shall have the authority to appoint or replace the Chairs for all Committees except for the Nominations Committee with the approval of the Executive Committee. Committee Chairs shall serve until replaced or until a new President assumes Office.

 

Section 5. Committee Chairs may establish Sub-Committees and may appoint Members of the Association to serve on the Committee and Sub-Committees as necessary to perform their duties.

 

Section 6. All Chairs and members of all Committees and Sub- Committees must be Members of the Association in good standing.

 

Section 7. The Nominations Committee.

A. The President-Elect shall be the Chair of the Nominations Committee.

B. The President-Elect shall appoint no fewer than three (3) nor more than five (5) Members of the Association who must come from at least three (3) different states within the Great Lakes area to serve on the Nominations Committee.

C. The Nominations Committee shall:

1. Nominate candidates for the Offices to be voted on by the Members of the Association at the Annual Meeting.

2. Provide the Members with written notice of the candidates nominated for Office at least twenty-one (21) days before the Annual Meeting.

3. When necessary, nominate candidates to fill vacancies in accordance with Article VI, Section 6.

4. Perform other such duties as may be assigned by the President or Executive Committee.

 

ARTICLE VIII

ASSOCIATION FINANCES

Section 1. The fiscal Year of the Association shall be from October 1st through September 30th of the following year.

 

Section 2. All funds of the Association not otherwise employed shall be deposited in such banks or other financial institutions as determined by the Executive Committee. All withdrawals of funds shall be made by and all checks shall be signed by individuals authorized by the Executive Committee.

 

Section 3. No loans or advances shall be contracted on behalf of the Association and no notes of indebtedness shall be issued in its name, unless and except as authorized by the Executive Committee and approved by the Members of the Association.

 

Section 4. The Executive Committee may authorize the President and other Members of the Association to enter into contracts or to execute and deliver instruments in the name and on behalf of the Association, and such authorization may be general or limited to specific instances.

 

ARTICLE IX

COMPENSATION AND REIMBURSEMENT

Section 1. Members shall serve the Association without pay for their services, but may be eligible for reimbursement for expenses in accordance with Section 2.

 

Section 2. The Executive Committee shall have the authority to reimburse Members of the Association for expenses as necessary for the furtherance of the purposes and activities of the Association and for which receipts or other documentation is presented.

 

ARTICLE X

AMENDMENTS

Section 1. These By-Laws may be amended by a majority vote of the Members of the Association at the Annual Meeting. The Members shall receive written notice (postal or electronic) of all proposed amendments at least twenty-one (21) days before voting on the amendments.

 

Section 2. The Executive Committee may propose amendments to these By-Laws.

A. Proposed amendments shall be approved by a majority vote of the Executive Committee.

B. Members of the Executive Committee shall receive written notice (postal or electronic) of all proposed amendments at least twenty-one (21) days before voting on the amendments.

 

ARTICLE XI

AFFILIATION

Section 1. The Executive Committee may affiliate the Association with other professional organizations whose purposes and activities are relevant to those of the Association.

 

Section 2. The Treasurer is authorized to pay such annual dues or fees as established by affiliate organizations to maintain the Association's memberships.

 

ARTICLE XII

DISSOLUTION

Section 1. Upon dissolution of the Association, no Member shall be entitled to any distribution or division of its remaining money or property, or the proceeds thereof. After payment of all debts and obligations of the Association, the balance of all the money and other such property received by the Association from all sources (including its operations) shall be distributed to the Armand Spitz Fund of the International Planetarium Society or other non-profit organizations as approved by the Executive Committee.

 

ARTICLE XIII

INDEMNIFICATION OF EXECUTIVE COMMITTEE

Section 1. Any individual (and heirs, executors, and administrators of such individual) made or threatened to be made a party to any action, suit, or proceeding by reason of fact that he/she is or was a member of the Executive Committee shall be indemnified by the Association against any and all liability and the reasonable expenses (including attorneys' fees) and disbursements incurred by him/her (or by his/her heirs, executors, or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding that such member of the Executive Committee is liable for negligence or misconduct in the performance of his/her duties.

 

ARTICLE XIV

ORDER OF PRECEDENCE

Section 1. The order of precedence of authority in the Association shall be as follows:

A. The By-Laws of the Association

B. Votes of the Members of the Association

C. Acts of the Executive Committee

D. Acts of the President

 

Section 2. The President shall have the authority to decide any issue of interpretation. Any such decision may be appealed to the Executive Committee, the decision of which may be appealed to the Members of the Association.