Revision History of the Bylaws of the Moon Society
Revision 0 - July 13, 2000
This was the original version of the Bylaws prepared by the founders and submitted to the membership at the Moon Society Organizing Conference at Caesars Palace in Las Vegas, Nevada on July 22, 2000.
Revision 1 - July 22, 2000
Revision 1 incorporates changes approved at the Moon Society Organizing Conference. The following is from the conference minutes:
Scott Gammenthaler provided a summary of the Bylaws. The following changes to the Proposed Bylaws of The Moon Society were discussed and voted on:
A motion was made by Christopher Rohwer, seconded by Amy McGovern, to strike all references to "Nominating" in Article IX, Section 1. The motion was amended to change Section 1 to the following: "Any individual who is eligible for election as a Board member or Officer may be nominated for a Board or Officer position if the individual is nominated for the position by a fellow member of an officially recognized committee of The MoonSociety." Passed unanimously.
Jim Burk made the motion, seconded by Amy McGovern, to strike the age requirement, prepend "accredited" to "educational Institution", and remove the word "full-time" in Article III, Section 2b. Passed unanimously.
Bruce Mackenzie made the motion, seconded by Jim Burk to add a section to Article III as follows: "(e) Educator Membership: Educator membership shall be available to any individual who is teaching in an accredited educational institution and who pays the educator membership dues." Motion failed to carry.
Dana Carson made the motion, seconded by Tim Cadell, to reword the third sentence in Article V, Section 2 to prepend "regular or life" to "members of the Society." Passed unanimously.
Peter Kokh made the motion, seconded by Simon Rowland, to add "and encouragement of entrepreneurial development thereof" to Article II Section 1d. Motion passed unanimously.
Peter Kokh made the motion, seconded by Dana Carson, to add a section between Article II, Section1(e) and 1(f) to read: "Promoting collaboration between various societies and groups interested in developing and utilizing the Moon." Motion passed unanimously.
Tim Cadell moved to accept Bylaws as amended, seconded by Peter Kokh. Passed with two opposing votes.
Revision 2 - February 6, 2008
Revision 2 incorporates changes approved by the Board of Directors on February 6, 2008. The following changes were approved:
ARTICLE III - MEMBERSHIP Section 2. Membership Classes Insert Paragraph: (c) Senior Membership: Senior membership shall be available to any individual who has attained the age of 65 and who pays the senior membership dues. Renumber paragraphs (c) and (d). Section 6. Establishment of Dues Replace entire Section with the following: Section 6. Establishment of Dues and Benefits: Membership dues, incentives, and other benefits for all classes of membership shall be established by the Board of Directors. Section 8. Right to Vote Replace entire Section with the following: Section 8. Right to Vote: All member classes except institutional members who are currently members of the Society on the closing date of the election are permitted to vote in elections. ----------------------------------------------------------------------------- ARTICLE IV - CHAPTERS Replace this entire Article with the following: Section 1. Definition: A chapter is an incorporated or unincorporated association of persons who have joined together to further the interests of the Moon Society and which has been issued a Chapter Certificate by the Society. Section 2. Chapter Classes: There shall be two classes of Chapters, Regular Chapters and Student Chapters. Section 3. Chapter Rules: The bylaws, acts, and decisions of all chapters must be in accordance with the Moon Society's Articles of Incorporation and these Bylaws, with any act of the Board of Directors, and with "The Moon Society Chapter Rules" which document shall be maintained by the Board of Directors. "The Moon Society Chapter Rules" may be amended only by majority vote of the Board of Directors. Section 4. Chapters Coordinator: Chapters Coordinator: The Board of Directors shall appoint and may remove a Chapters Coordinator to assist the Board in conducting chapter affairs. Section 5. Society Membership: Membership in the Society shall not be dependent upon membership in any local chapter, nor shall the payment of any local chapter dues be required as a condition to membership in the Society. ----------------------------------------------------------------------------- ARTICLE V - BOARD OF DIRECTORS Replace Section 1 with the following: Section 1. Authority and Responsibility: The affairs of the Society shall be governed by the Board of Directors. The Board of Directors shall be responsible for the overall supervision, control, direction and governance of the property, activities, and affairs of the Society, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds; shall adopt such rules and regulations for the conduct of the Society's lawful activities and business as shall be deemed advisable; and may take any other legal action to promote the Society's welfare. Members of the Board or their agents may inspect the books of the Society for any appropriate purpose at any reasonable time. The Board of Directors shall have the authority to supersede and to exercise the powers, except the right to vote and the right to be counted as part of a quorum, of all other Boards, Committees, Councils, and Officers of the Society. The Board of Directors may delegate any authority or responsibility provided by these Bylaws to a Management Committee as defined by Article VIII, except as provided in Article VIII, Section 1. Replace Section 2 with the following: Section 2. Composition: The voting members of the Board of Directors shall consist of 5 Board members elected by the general membership. The Board of Directors shall select a Chairman from their number by majority vote of the Board. To be eligible for election to the Board of Directors, individuals must be regular or life members of the Society at the time of the election and for an uninterrupted period of two or more years prior to the election. Replace Section 3 with the following: Section 3. Election and Term: Five (5) Directors shall be elected by the voting members of the Society for terms of two (2) years. The terms of three (3) of the Directors shall begin and end in even-numbered years, and the terms of two (2) of the Directors shall begin and end in odd-numbered years. An individual may serve any number of successive terms of office. Each Director shall take office on the date of their election. Replace Section 4 with the following: Section 4. Vacancies and Removal: If the office of any Director shall for any cause become vacant, the unexpired portion of the term may be filled by a qualified person receiving a majority vote of the Board of Directors. The Board of Directors may in its discretion, by affirmative vote of two-thirds of its voting members, remove any Director for cause. The above notwithstanding, failure of a Director to attend two or more successive meetings of the Board without reasonable cause shall result in automatic removal of the Director. Add Section 6: Section 6. Meetings: The Board of Directors shall hold regular meetings at least quarterly at a time and place mutually agreeable to the Directors. Special meetings may be called as provided in Article XII. ----------------------------------------------------------------------------- ARTICLE VI - OFFICERS Replace Section 2 with the following: Section 2. Qualifications for Office: To be eligible for election as an Officer of the Society, individuals must be members of the Society at the time of the election and for an uninterrupted period of two or more years prior to the election. Replace Section 4 with the following: Section 4. Election: Officers shall be elected by the membership concurrent with the Board of Directors as provided by Article XI. Replace Section 6 with the following: Section 6. Vacancies and Removal: A vacancy in any elective office may be filled for the balance of the term thereof by a person selected by majority vote of the Board of Directors. The Board of Directors may also appoint any member or employee of the Society by a majority vote to perform the duties of a vacant office on a temporary basis until a replacement Officer is selected. The Board of Directors, in its discretion, by two-thirds vote only, may remove any Officer from office for cause. ----------------------------------------------------------------------------- ARTICLE VII - DUTIES OF OFFICERS Replace Section 2 with the following: Section 2. President: The President shall be the primary spokesperson for the Society. The President shall preside at all general meetings of the Society and may choose to serve as an ex-officio member, without the right to vote or the right to be counted as part of a quorum, on any Committee of the Society except the Nominating Committee. The President shall make on behalf of the Board an annual report to the membership at the Annual Meeting of the Society, and at such other times as may be deemed proper, may communicate to the members such matters and make such suggestions as may, in the President's opinion, tend to promote the welfare and further the goals and objectives of the Society. The President shall perform such other duties as may be prescribed under these Bylaws or by the Board of Directors. ----------------------------------------------------------------------------- Add new Article VIII, renumber the following Articles, and change all references thereto: ARTICLE VIII - MANAGEMENT COMMMITTEE Section 1. Authority and Responsibility: The Society shall have a Management Committee as defined by the Texas Business Organizations Code Section 22.218. The Management Committee shall have the authority to act on behalf of the Board of Directors in all matters except those requiring a majority or greater vote including the following: (a) Revision of these Bylaws. (b) Revision of the Articles of Incorporation. (c) Removal of an Officer or Director. (d) Imposition of a penalty as provided by Article X, Section 4. (e) Dissolution of the Society. Any decision of the Management Committee may be amended or set aside by a majority vote of the Board of Directors. Section 2. Composition: The voting members of the Board of Directors shall consist of all of the Board members and all of the Officers of the Society, provided however that a majority of the members of the Management Committee must be Directors. The Chairman of the Board of Directors shall serve as the Chairman of the Management Committee. Section 3. Ex-Officio Members: Additional persons may be designated or removed as ex-officio members of the Management Committee by vote of the Committee. Section 4. Standing Subcommittee: The Management Committee shall have a standing subcommittee called the Leadership Council which shall serve in an advisory capacity and shall not exercise in whole or in part the authority of the Management Committee. Individuals may be appointed to or removed from the Leadership Council by vote of the Leadership Council and Society membership is not a requirement for membership in this subcommittee. The Leadership Council shall select a Chairman from the Council membership, provided however that such Chairman must be a member of the Society. ----------------------------------------------------------------------------- Renumber Article VIII as Article IX: ARTICLE IX - BOARD OF ADVISORS AND OTHER BODIES ----------------------------------------------------------------------------- Add new Article X, renumber the following Articles, and change all references thereto: ARTICLE X - ANNUAL MEETING Section 1. Time and Place: The Society shall hold an annual meeting of the members as soon as practicable following the close of mail balloting for the Board of Directors and Officers election. This meeting shall be held in a online chat environment that provides authentication of persons in attendance by login with user name and password. Section 2. Notice and Agenda: The Secretary shall provide notice and an agenda for the annual meeting at least 30 days in advance of the meeting by posting same in a prominent location on the Society's web site and by emailing a copy to all members who have provided a valid email address. Section 3. Preparation and Inspection of List of Voting Members: The Secretary shall prepare a list of the names and addresses of all members eligible to cast a vote at the annual meeting. A copy of this list shall be provided to any member requesting same, and a copy shall be available for inspection during the annual meeting. The members eligible to vote at the annual meeting are the same as eligible to vote in the Board of Directors and Officers election. Section 4. Quorum: Provided that the requirements of Sections 2 and 3 of this Article have been met, a quorum for the annual meeting shall be the members in attendance. If one or more of the requirements of Sections 2 and 3 have not been met, a quorum shall be ten percent of the members eligible to vote. ----------------------------------------------------------------------------- Renumber Article IX as Article XI: ARTICLE XI - BOARD OF DIRECTORS AND OFFICERS ELECTION ----------------------------------------------------------------------------- Renumber Article X as Article XII and revise as follows: ARTICLE XII - GENERAL Replace Section 1(b) with the following: (b) Call and Notice of Meetings: Regular meetings of the Body shall be as specified in these Bylaws or as adopted from time-to-time by a majority vote of the Body. Special meetings of the Body may only be called by the Chairman individually, or by the Chairman or the Secretary upon receipt of a written (printed or electronic) request by a majority of the Body to the Chairman or the Secretary. Notice of all meetings of the Body shall be issued by the Secretary of the Body. Notice requirements are as follows: For face-to-face meetings and voting by postal mail: Notice shall be sent by first class mail, or air mail in the case of Member not residing in the United States, to the last known address of each member of the body, not less than 40 days before the date of the meeting. The notice shall specify the time and location of the meeting, and in the case of a special meeting, the exact text of any question proposed to be voted on at the meeting. For telephone and online chat meetings, or voting by email: Notice shall be sent by electronic means no less than 10 days before the date of the meeting, or by postal mail no less than 40 days before the date of the meeting. When notice is sent by electronic means, verification of receipt by the member is required. Verification may be by reply to the email providing notice, or by telephone conversation with a person providing notice. The notice shall specify the time and location of the meeting, and in the case of a special meeting, the exact text of any question proposed to be voted on at the meeting. Replace Section 1(i) with the following: (i) Amendment of Decisions: The decision of any individual or Body of the Society authorized by these Bylaws to render such a decision shall be deemed to be valid and binding, unless and until such decision is amended by either the individual or Body that rendered the decision, or by another individual or Body that has the requisite authority, pursuant to these Bylaws, to amend the decision, such as, in the case of a decision by the President, an amendment by the Board of Directors. Such amendment shall not relieve the Society of any obligation incurred as a result of acting upon the original decision prior to the amendment. ----------------------------------------------------------------------------- Renumber Article XI as Article XIII: ARTICLE XIII - AMENDMENTS ----------------------------------------------------------------------------- Renumber Article XII as Article XIV: ARTICLE XIV - DISSOLUTION AND USE OF FUNDS
Revision 3 - April 2, 2008
Revision 3 incorporates changes approved by the Board of Directors on April 2, 2008. The following changes were approved:
Modify Article V Section 2 and Article VI Section 2 to change the text in both sections reading "an uninterrupted period of two or more years" to "an uninterrupted period of one or more years".
