The North American Sundial Society By-Laws were approved in May, 1997. The By-Laws constitute the code of rules adopted by NASS for the regulation and management of its affairs:
ARTICLE I - Introduction
Definition of By-Laws - These by-laws constitute the code of rules adopted by the North American Sundial Society, Incorporated (hereinafter referred to as NASS or the Society) for the regulation and management of its affairs.
Purposes and Powers - The purposes of the Society, as incorporated, shall be as follows
- To promote interest in and educate about sundials, both past and present, in North America and
- To provide mechanisms for the exchange of information about sundials and sundial design (dialing) between Society members and with other sundial societies around the world;
- To encourage and assist in the design and construction of sundials, either for public display or personal use;
- To publish a society newsletter or journal, distributed free of charge to members and for nominal cost to nonmembers;
- To locate and catalog existing or historical sundials, and where necessary and desirable to assist in their restoration.
ARTICLE II - Membership
Membership - Any person, family, or institution that professes an interest in sundials may apply to the Treasurer for a single membership. Upon completion of a membership application and payment of annual dues, the applicant shall be accepted as a member. While named the North American Sundial Society, it is the intention of the Society to be international in scope.
Voting Rights - In any NASS ballot or election, the holder of a membership may cast one vote.
Member Dues - Dues shall be payable to the Treasurer of the Society by the members in such amounts and categories as may be determined from time to time by resolution of the Board of Directors.
Honorary Members - Honorary members may be nominated by any member of the Society and shall be elected by a unanimous vote of the Board of Directors. There shall be no annual dues for Honorary Members.
Cancellation of Membership - Membership in the Society may be canceled voluntarily by the member, or involuntarily by the Board of Directors for due cause, or for the member being more than sixty days late in paying the annual dues. If any membership lapses, either voluntarily or involuntarily, no refund of fees or dues shall be made.
Annual Dues - The dues are payable to the Treasurer upon acceptance as a member and then annually thereafter. A year of membership is defined as a twelve-month period beginning on the date of joining NASS. Dues for subsequent years shall be paid on the anniversary of joining.
It is desired that there be at least one general meeting of the membership each year. Attendance at any general or special meeting of the Society shall be voluntary. For the benefit of members not able to attend any meeting of the Society, a summary of actions taken shall be published in the next issue of the newsletter or journal following the meeting or by special mailing to members.
Special meetings of the Society membership may be called by a majority of the Board of Directors, by the President of the Society, or upon a request signed by at least fifteen (15) members. Notice of such special meetings shall be provided either in the newsletter or journal or by a special mailing, at least 60 days before the commencement of the meeting.
Only the Board of Directors has the power to transact official business of the Society at any meeting of the Society. However, resolutions of the meeting may be moved and passed by a majority of members present at any Society meeting. The results of such motions shall be reported in the next newsletter or journal published following the meeting. The Board of Directors may or may not choose to take action subsequent to the passage of a resolution at a membership meeting.
Number and Selection of Directors - The Board of Directors shall consist of four officers and the editor of the Society's journal. These Directors shall run the Society and any non-profit corporation (according to the appropriate sections of the Code of the U. S. Internal Revenue Service) that might be established by the Society.
Each Officer shall be elected by NASS members to serve for a two-year term, beginning on the first day of January of the year following his or her election, with the President and Treasurer beginning their terms of office in odd-numbered years, and the Vice President and Secretary beginning their terms of office in even-numbered years, thereby providing an overlap of at least two Directors each year.
The Editor of the Society's journal shall be appointed by the Directors and shall serve at their pleasure. The Editor may be an Officer. A person who holds more than one position on the Board shall have only one vote.
Elections shall be scheduled by the Board of Directors to take place in the last four months of each year. Any vacancies occurring on the Board of Directors between regular elections shall be filled by appointment of the President with the consent of the Board of Directors.
Meetings of the Board of Directors - The Board shall meet formally once each year, and the minutes of this meeting shall be included in the next issue of the newsletter or journal, along with an annual financial statement for the Society. If there is one or more general meeting of the membership, the annual Board meeting shall be scheduled to occur at the same place and time, and this meeting shall be open to members. The Board shall meet at other times either in person, by telephone, or by e-mail, at the discretion of the President. Members shall be invited to participate in the annual membership meeting and to bring matters for discussion at that time. It is anticipated that few members will be able to afford the time and costs associated with travel to most membership meetings, so little formal business will be scheduled for these meetings. As stated in Article III, only the Board of Directors can conduct official business at membership meetings, but matters of business may be requested by a resolution of members present at the meeting, and the outcome of any resulting Board action shall be reported to the membership in the next newsletter or journal of the Society.
Quorum of Directors - No physical quorum shall be required for the Board to conduct business since meetings may take place face-to-face, by telephone, over the Internet, or by other electronic means at the discretion of the President with the consent of the Board of Directors. An act of three or more members of the Board of Directors at a meeting so defined shall be an act of the Board of Directors.
Powers and Duties of Directors - The powers and duties of the Board of Directors are as follows:
- To have complete supervision and control over the policies, operations, and affairs of the Society;
- To make recommendations to the Society's membership regarding Society matters;
- To authorize tax returns as prepared by the Treasurer of the Society;
- To adopt an annual budget and to present it to the membership;
- To authorize expenditures of money on behalf of the Society, either individually or by policy, without prior approval of the membership; and
- To perform such other duties as are specified in any Articles of Incorporation that may be adopted or as required in order to direct the activities of the Society.
Selection and Duties of Officers - There shall be four officers of the Society, and they shall be members of the Board of Directors of the Society. They shall be elected from among the membership as specified in Articles IV and VII.
President: The President shall be the Chief Executive Officer of the Society and any non-profit corporation formed by the Society. He/she shall exercise supervision over the activities and operations of the Society and shall preside at meetings of the Board of Directors and general membership meetings. He/she shall appoint all committees, including the Nominating Committee, and shall serve as ex officio member of all except the Nominating Committee. The President shall designate an alternate signatory to the Society's bank accounts to provide for emergencies when the Treasurer may be unavailable.
Vice-President: The Vice President shall assume the duties of the President during his/her absence and shall perform such other duties as directed by the Board of Directors. The Vice President shall serve as the Chairperson of the Membership Committee.
Secretary: The Secretary shall keep the minutes of all regular or special meetings of the Society and the Board of Directors. These minutes shall be retained in the files of the Society and shall be an official, accurate, and permanent record of all business transacted at these meetings. As directed, the Secretary shall prepare official correspondence on behalf of the Society. He/she shall be the official keeper of all Society and corporate records and files and shall deliver them to his/her successor.
Treasurer: The Treasurer shall receive all funds, deposit and keep them in a financial institution selected and approved by the Board of Directors. He/she shall be responsible for the preparation and, with the approval of the Board of Directors, the filing of all tax returns for federal, state, and local taxes. He/she shall keep an accurate record of all money received and expended, and shall regularly report to the membership on the financial status of the Society. He/she shall serve without bond. At least quarterly, he/she shall submit an itemized statement of receipts and expenditures to the Board of Directors, together with written statements of funds on deposit. At the expiration of his/her term, he/she shall deliver all records and monies belonging to the Society to his/her successor.
Delegation of Responsibilities - Each officer may, with the approval of the Board of Directors, appoint one or more assistants, and delegate specific responsibilities to the assistant(s). Such assistants may be given suitable titles. The assistants shall not serve on the Board of Directors, except when substituting for the principal officer on the occasion of his/her absence, and then only with the approval of the remaining members of the Board of Directors.
ARTICLE VI - Editor
There shall be an Editor of the Society's journal who shall serve at the pleasure of the Board of Directors for such time as the Board deems appropriate. The Editor shall be a Director of the Society.
Duties - The Editor shall obtain articles for the journal or newsletter, edit them as required, and publish them in a timely manner on a schedule designated by the Board of Directors. He/she shall be responsible for ensuring the appropriateness and tastefulness of any advertisements published in the Society's publications. He/she shall serve on the Special Publications Committee and provide advice and assistance to this committee as needed.
ARTICLE VII - Committees
Appointment - All committees shall be appointed by the President. Committees, standing or special, shall be appointed from time to time as deemed necessary to carry out the work of the Society. There shall be five standing committees of the Society, whose functions shall be as follows:
Membership Committee. The Membership Committee shall work on ways to obtain new members and shall seek to support the existing membership in a variety of ways. This committee shall also promote the Society and its goals through various means.
Sundial Documentation Committee. The Sundial Documentation Committee shall be responsible for locating sundials of historic or other interest in North America, and obtaining or preparing a file on each.
Nominating Committee. A Nominating Committee of no fewer than three members shall be appointed by the President and shall include no more than one member of the Board of Directors and no candidate for office. This Committee shall solicit nominations for officers and directors, and shall consider volunteers willing to fill vacancies on the Board of Directors. NASS members may propose candidates by writing to the Nominating Committee by July 1st. From these recommendations, the Committee shall prepare a slate of at least one candidate for each open position. The Nominating Committee shall then draft a ballot that includes some biographical information about each candidate. The ballot may be included in a regular or special issue of the newsletter or journal, or it may be mailed out separately to members. In the case of a contested election, ballots shall be returned to the Nominating Committee, which shall count the ballots and announce the results in writing to the Board of Directors. In the case of a non-contested election, ballots need not be returned to the Nominating Committee, which shall declare the slate duly elected. The Secretary shall keep the report of the Nominating Committee in the official files of the Society.
Special Publications Committee. This committee shall solicit, write, identify, or otherwise obtain articles or materials for publication independent of the newsletter or journal.
Fiscal Year - The fiscal year of the Society shall begin on the first day of January and end on the last day of December.
Inspection of Books and Records - All books and records of the Society may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time, upon ten (10) days written notice stating such purpose. This notice shall be delivered to the Secretary and the Treasurer of the Society.
Non-Profit Operations and Compensation - This Society shall not have or issue any shares of stock. No dividends shall be paid, and no part of the income of the Society shall be distributed to its members or Directors who are not employees. The Society may reimburse members and Directors for reasonable expenses incurred in the carrying out of Society affairs. Approval of and payment for the reimbursement of these expenses shall be made by the Treasurer of the Society, following guidelines established by the Board of Directors for this purpose. Society members not serving on any of the Society's standing or special committees or the Board of Directors shall not incur expenses on behalf of the Society without prior approval by the Board of Directors.
Loans - This Society shall not borrow money to finance its operations or the acquisition of equipment unless such loans, either individually or by policy, are first approved by not less than ninety percent of the membership in a written ballot of all members.
Limitations - The Society shall at all times be governed by the following limitations:
- No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, Directors, Officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred as set forth previously in the paragraph on "Non-Profit Operations and Compensation."
- No substantial part of the activities of the Society shall be the carrying out of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) a political campaign on behalf of any candidate for public office.
- Upon the dissolution of any Corporation established by the Society, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization(s) which are organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization under the Internal Revenue Code of 1954 (as amended and/or superseded), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purpose.
These by-laws may not be amended to contravene the limitations of Article VIII or of the articles of incorporation.
These by-laws may be amended by a vote of four or more of the Board of Directors, provided that notice of such proposed amendment has been mailed or distributed to the membership of the Society at least 30 days prior to the vote on the amendment by the Board of Directors. Such mailing shall contain not only notice of the sense of the amendment but also notice of the wording of the by-law as it exists prior to the amendment and as it will exist should the amendment be adopted.
This ends these by-laws.