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FEDERATION OF GALAXY EXPLORERS
Name and Location
SECTION 1. Name. The name of this non profit corporation is called The Federation of Galaxy Explorers and is a 501(c)3 educational organization incorporated in the State of Maryland. The Federation of Galaxy Explorers is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of section 501(c)3 of the Internal Revenue Code of 1986.
SECTION 2. Location. Its principal office shall be located in Silver Spring, Maryland.
SECTION 3. Other Offices. Other offices for the transaction of business shall be located at such places within the United States as the Board of Directors may from time to time determine.
The purpose of The Galaxy Explorers is to educate and inspire America's youth in space related science and engineering. The vision of the Galaxy Explorers organization is to expand the frontiers of science and technology to explore and develop space. The mission is to educate, guide, and prepare the next generation to accept the challenge of expanding mankind's presence in space.
Board of Directors shall constitute the only voting members of the Galaxy Explorers organization
Advisory Board members shall be considered Honorary Members of Galaxy Explorers. As such, they shall have no voting rights. Advisory Board membership is generally for a period of two years. This time may be extended without limit of duration if approved by the Board of Directors and Honorary Board member.
Honorary Members, which shall be extended to individuals only on the approval of the Board of Directors.
SECTION 2. Suspension and Expulsion
For cause, any Membership may be suspended or terminated. Sufficient cause for
suspension or termination shall be a violation of these Bylaws or any lawful rule or practice adopted by the Galaxy Explorers organization. Suspension or expulsion shall be by a two-thirds vote of the Board of Directors provided an opportunity to appear and present defenses is given.
SECTION: 1 Purpose
The Board of Directors manages the activities and affairs of the Corporation and delegates responsibility for day-to-day operations to the Executive Director and committees. The Board of Directors shall be responsible for the overall supervision, control, direction and governance of the property, activities, and affairs of the Corporation, its committees, educational materials, publications; shall determine its policies or changes therein; shall actively prosecute it s objectives and supervise the disbursement of its funds. Directors receive no compensation other than reasonable and customary expenses. The Board oversees the Corporation's work in these areas:
Budget and finances
Strategic direction and planning
Public awareness and representation
As such, the Board reviews progress in each area of responsibility during Board meetings.
The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in the bylaws, but in no case shall the number be less than three or greater than fifteen.
SECTION 2. Elective Officers
The elective officers of the Corporation shall be the Chairman, Vice Chairman, and Treasurer.
SECTION 3. Eligibility
At each annual meeting, the Directors to serve for the ensuing year shall be elected by the existing Directors. Any private or public official who is a U.S. citizen or permanent resident shall be eligible for nomination and election as one of the officers of the Corporation.
SECTION 4. Terms
All officers shall take office immediately upon their election, and shall serve
for a term of three years, and until successors are duly elected. Officers are
eligible for reelection.
SECTION 5. Chairman
The Chairman shall be the chief officer of the Corporation, and shall preside at the meetings of the Board of Directors. He/she shall be a member, ex-officio, of all committees. He/she shall communicate to the Corporation such matters and make such suggestions that may promote the welfare and increase the usefulness of the Corporation, and shall perform such other duties as are necessarily incident to the office.
SECTION 6. Vice Chairman
The Vice Chairman shall be the second to the Chairman as chief officer of the Corporation, and shall preside at the meetings of the Board of Directors in the absence of the Chairman. He/she shall assist the Chairman in communicating to the Corporation such matters and make such suggestions as may in his/her opinion promote the welfare and increase the usefulness of the Corporation, and shall perform such other duties as are necessarily incident to the office.
SECTION 7. Treasurer
The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
SECTION 8. Secretary
The Executive Director shall serve as Secretary to the Board. He/she shall give notice of and attend all meetings of the Corporation and all committees and to make provisions for the keeping of records of the proceedings; to conduct correspondence and to execute all orders, votes and resolutions not otherwise committed; to keep a list of the members of the Corporation and, in general, to perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chairman or the members of the Board of Directors.
SECTION 10. Vacancies. When a vacancy on the Board of Directors exists, nominations for new members may be received from present Board members by the Secretary fifteen days in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
SECTION 11. Board Elections. Election of new officers or election of current officers to a new term will occur as the first item of business at the first calendar meeting of the Corporation. Elected officers will be determined by a majority vote of the current Directors Board members.
SECTION 12. Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a two-thirds vote of the remaining directors.
SECTION 13. The Board of Directors shall maintain an Advisory Board to provide guidance and technical advice to Board members. Advisory Board members are not voting members of the Corporation. However, as a important part of the Galaxy Explorers they shall be invited to attend all Board meetings. They will be advised of pending Board meetings, issues, and upcoming votes in the same manner as all other Board members. They shall have access to all corporate documents.
Meetings of Directors Board
SECTION 1. Meetings
The Annual meeting of the Corporation shall be held in the month of January of each year or at such time as soon as practical thereafter as determined by the Board of Directors.
Regular meeting of the Board shall be held a minimum of three times each year, for the election of Board members, receiving reports, approving the budget, and the transaction of other business. Notice of these meetings, issued by the Secretary, shall be mailed to the last recorded address of each Board Member at least fifteen days before the time appointed for the meeting.
Special meetings may also be called by the Chairman or three of the Board members. Special meetings must address subject matter specific to the role of that committee.
SECTION 2. Quorum
A minimum of four Board members of the Corporation when present at any Directors Board meeting shall constitute a quorum; and in case there is less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.
SECTION 3. Order of Business
The order of business at meetings shall be as follows:
1. Call to Order
2. Roll Call
3. Reading of minutes of previous meeting
4. Reports of officers
5. Report of the Executive Director
6. Unfinished business
7. New Business
8. Election of Board Members
9. Other business
The presiding officer of the Board may deviate from the foregoing Order of Business.
SECTION 4. Indemnification
The Corporation may indemnify Directors, officers, employees, and agents of the Corporation to the fullest extent required and permitted by the General Laws of Maryland.
SECTION 5. Fiscal Year
The fiscal year of the Corporation shall be from January 1st to December 31st.
SECTION 6. Action Without Meeting
Any action which may be properly taken by the Board of Directors assembled in a meeting may also be taken without a meeting, if consent in writing setting forth the action so taken is signed by all of the Directors entitled to vote with respect to the action. Such action shall have the same forces and effect as a vote of the Directors assembled and shall be filed with the minutes.
SECTION 7. Proxies
At any meeting of the Directors Board where notification is given that a specific
problem or issue will be discussed, a member entitled to vote, may vote by
proxy, executed in writing by the member on such specific item.
SECTION 8. Parliamentary Authority
Robert's Rules of Order, Revised, shall be the parliamentary authority used by
all bodies of the Corporation, except when in conflict with these Bylaws.
SECTION 1. Composition
The Staff shall comprise an Executive Director, Associate Director, Educational Programs Officer, Strategic Planning Officer, Regional Officers, and other positions as may be determined by the Executive Director or Board of Directors.
SECTION 2. Responsibilities
The Staff shall implement the vision, directives, and intent of the Board of Directors by managing the day-to-day activities of the Corporation. The Executive Director shall be responsible to the Board for overseeing Staff activities in the following areas:
hiring and firing of personnel
maintaining accountability for all funds collected and disbursed
prepare and deliver educational program materials
recruit and train volunteers
purchase and distribution of Galaxy Explorers awards and other support materials
The staff shall prepare and deliver reports to the Board of Directors at each regularly scheduled meeting on financial status, marketing activities, the organization's strategic plan, and success level of activities. All books and reports shall be open to all Board members at all times.
Committees, Coordinators and Organizational Activities
SECTION 1. Establishment
Special committees may be appointed by the Chairman of the Board of Directors as such committees are needed. Special committees may be appointed for a period of one year. Their duties shall be designated by the authority creating them, and their membership shall not be limited.
SECTION 2. Sectors and Mission Teams
A Sector is defined as an incorporated or unincorporated association of persons who have joined together to implement the Galaxy Explorers educational program and which has been issued a charter certificate by the Galaxy Explorers organization. Each Sector shall be have Mission Teams subordinate to it.
SECTION 3. Each Sector shall carry out administrative and support functions to assist its subordinate Mission Teams. The bylaws, acts, decisions of all Sectors and Mission Teams must be in accordance with the Galaxy Explorers Articles of Incorporation, these Bylaws, and the Galaxy Explorers Standard Operating Procedures manual.
SECTION 1. Initiation
Amendments to these Bylaws may initiated by a two-thirds majority vote of the Board of Directors.
SECTION 2. Procedure
Proposals for amendments properly instituted in accordance with the previous section shall be processed by the Board of Directors on an annual basis during the last meeting of the calendar year.
SECTION 3. Passage
An Amendment shall be deemed passed whenever a two-thirds majority vote of those voting indicate approval.
SECTION 1. Liability of Members
Nothing herein shall constitute the members of the Corporation as partners for any purpose. No officer, trustee, director, agent or employee shall be liable for the acts or failure to act on the part of any other employee of the Corporation, nor shall any member, officer trustee, director, agent, or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or failures to act arising out of his own willful misfeasance.
SECTION 1. The Galaxy Explorers shall not dissolve except upon the written ballot of three quarters of the Board of Directors.
SECTION 2. In the event of dissolution, none of the remaining assets may be distributed
to, or be used for the benefit of, any member or class of membership. Further remaining assets shall be distributed to a non-profit organization or organizations operated exclusively for charitable or educational purposes as shall at the time qualify as an exempted organization under section 501(c)3 of the Internal Revenue Code, provided the Corporation before any such distributions shall first pay all the liabilities of the Corporation as required by the General Laws of the State of Maryland. Any remaining assets not disposed of by the Board shall be disposed of by the Court in the jurisdiction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations.
I, the Undersigned, being Secretary of the Corporation, hereby certify that the above is a true, complete and accurate copy of the Bylaws as adopted by the Board of Directors on
on _______________________, 2002.