By-Laws

ARTICLE I: NAME AND LOCATION

Section 1. The name of the organization shall be “The International Dark-Sky Association,” hereinafter referred to as “IDA” or as “the Association”, a non-profit corporation, incorporated in the State of Arizona.

Section 2. The offices of the Association shall be located in the State of Arizona, City of Tucson, and/or in such other localities within the State as may be determined by the Board of Directors.

ARTICLE II: OBJECTIVES

Section 1. Service to the membership and the public via scientific research, education, and public information concerning the issue of light pollution.

Section 2. Any monies or funds from memberships, programs, or services shall be used totally for research and education, and to further the goals of the Association. No funds shall be used for personal gain except for reimbursement of expenses for program activities.

Section 3: The Association has been organized exclusively for educational and scientific purposes within the meaning of Section 501 (c) 3 of the Internal Revenue Code of 1987 as it now exists or may be amended in the future, and for any or all lawful business for which non-profit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time, and, in particular, for the purposes described herein and in the Articles of Incorporation.

ARTICLE III: MEMBERSHIP

Section 1: Active members: Any individual interested in the issue of light pollution and related topics may become an active member by officially joining the Association, paying dues at any of the several category levels that may from time to time be set by the Board of Directors. Such active members receive benefits of no commercial value that may be determined from time to time by the Board of Directors. Such items are sent to many non-members as well.

Section 2: Organizations or corporations may become active members by paying dues at levels established from time to time by the Board of Directors.

Section 3: Applications for membership can be made to the Association at any time. Memberships shall be on an annual basis. Renewals will be on a schedule as determined by the Board of Directors.

Section 4: Active membership Suspension or Removal: Once a person or organization has joined the Association, such person’s or organization’s name shall remain as an active member on the Association records as long as such a person or organization continues to pay the required dues. Should such a member not pay the required dues within 360 days of the due date, such active member shall be automatically suspended and their name removed from the active member list. The Association may at its discretion appoint a number of free members where such membership is deemed in the best interests of the Association. Such free members shall have all rights of membership except that of any voting rights as called for in these Bylaws. Such free memberships shall be reviewed on an annual basis for continuation.

The Board of Directors may remove an active member from membership in the Association upon a two-thirds vote of the Board of Directors present at any meeting of the Board, for failure to adhere to the purposes of the Association. Before such an action can be taken, such person must be mailed, faxed, or e-mailed a notice of the Board’s intended action and such a person shall be entitled to address the Board, if desired, to state why they feel they should not be so removed from membership. Such “address” may be in person or by mail, fax, or e-mail. If a member is removed from membership in the Association, the current years dues paid by such a member shall be refunded to them.

ARTICLE IV: ANNUAL MEETING

Section 1: Annual Business Meeting: The Annual Business Meeting of the Association shall be held during the first half of each year, at such place and time as may be determined by the Board of Directors.

Section 2: Special Membership Meetings: Other meetings of the membership may be held at such places and times as may be determined by the Board of Directors.

Section 3: Notice of Membership Meetings: The Secretary shall notify the members when a meeting is to be held. Such notice of the time, place, and purpose shall be served by mail, fax, e-mail, or in person not less than 10 days in advance of the meeting. Notice shall be directed to a member at the address as it appears on the books of the Association.

Section 4: Regional Meetings: Regional meetings of the Association may be held at the discretion and approval of the Board of Directors. This provision may be waived by the Board of Directors at their discretion.

Section 5: Voting: Each member who has been an active member of the Association for at least the 60 days preceding such meeting shall have one vote. All voting must be by written ballot (mail, fax, or e-mail), and votes from at least 10 percent of the active membership must be received in order to constitute a valid action. A majority of the votes cast shall determine the outcome of the action. Votes shall be tallied by the Board of Directors or their especially appointed delegate.

Section 6: No annual or special meeting shall be held unless 15 or more active members of the Association are present in person.

Section 7: Cancellation of meetings: The Board of Directors may cancel any annual or special meeting for cause. In event of cancellation of the Annual Business Meeting, the Secretary shall mail, fax, or e-mail to the membership the written report of the Nominating Committee and of the Board of Directors or post such on the Association’s website.

ARTICLE V: DUES AND FEES

Section 1: Establishment of Dues and Fees: Various categories of membership and dues and fees (if any) for these categories of membership shall be established by the Board of Directors. Such dues are solely to defray the costs and expenses of operating the Association and to promote the purposes of the Association and to maintain or improve any of the property owned by the Association as provided in the Articles of Incorporation.

Section 2: Disbursements. The Board of Directors shall have complete use of the proceeds of the dues or other funds or assets owned by the Association in the exercise of its powers and duties.

ARTICLE VI: AFFILIATIONS

Section 1: Affiliation with Other Organizations: The Board of Directors may establish affiliation with local, national, and international scientific and professional organizations, may elect representatives thereto as are necessary, and may authorize the payment of fees for such affiliation. When, in the opinion of the Board of Directors, it is no longer in the interest of the Association to continue such affiliation, the Board of Directors shall determine whether to terminate such affiliation.

ARTICLE VII: BOARD OF DIRECTORS

Section 1: There shall be a Board of Directors, consisting of no less than four members nor more than 17 members. Up to half of such members may be selected and appointed by the Board. Board members shall hold office for three years, and may be reappointed or reelected. Terms for Board Members shall be staggered so that approximately one-third of the Board are elected or appointed each year. Unless otherwise elected to the Board, the immediate past president is an ex-officio member of the Board who shall be invited to all Board meetings. He/she shall have full right of participation at board meetings but shall have no vote.

Section 2: Management of Affairs. The business and property of the Association shall be managed and controlled by the Board of Directors. The Directors must be active members of the Association. The Board may at any time appoint an Executive Committee to act on behalf of the Board between regular Board meetings. Such Executive Committee members must be members of the Board, with the Board President acting as Chair of the Executive Committee.

Section 3: Any board member may resign at any time by giving written notice of such resignation to the Board of Directors.

Section 4: Voting: Voting rights of a Board member shall not be delegated to another nor exercised by proxy. A Board Member may vote in person or by mail, fax, or e-mail.

Section 5: Vacancies: In event of a vacancy on the board, the President may fill the vacancy by appointment for the balance of the term, subject to approval of the Board of Directors.

Section 6: Removal of Director: If a Board member misses three consecutive board meetings, his/her position as a board member may be terminated at the discretion of the Board of Directors.

Section 7: Committees: Committees may be created to facilitate the aims of the Association. The functions of the committees shall be to carry out the objectives as expressed by the Board of Directors in the particular field the name of the committee indicates. Committees shall be appointed by the President, subject to the approval of the Board of Directors.

There shall be a Nominating Committee to consist of five active members of the Association appointed by the President and approved by the board to serve for the term of the President. The committee shall submit to the Board of Directors a slate of potential Board members to be voted on by the membership or appointed by the Board of Directors, each proposed board member nominee to have been interviewed by the committee and to have agreed in advance in writing to be willing to serve if elected. The number of nominees proposed shall be established by the Nominating Committee, who shall also insure that there shall be adequate topical and geographical make up of the Board. Names and documentation for all candidates for election to the Board must be submitted by the Nominating Committee to allow adequate time for the election. Each must include a detailed vita and other supporting documentation. Each shall have signed a formal board member agreement, as established from time to time by the board. Active members may petition the Nominating Committee to consider a candidate for election to the Board.

Section 8: Contracts and Services: The directors and officers of the Association may freely make contracts, enter transactions, or otherwise act for and of behalf of the Association, notwithstanding that they may also be acting as individuals, or as trustees or as agents for other persons or corporations; provided however that any contract, transaction, or act of behalf of the Association in a matter in which the directors or officers are personally interested shall be at arm’s length and not violative of the proscriptions in the Article of Incorporation against the Associations use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Association if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemptions under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the directors or officers be obligated to inquire into the authority of the directors and officers to enter into and consummate any contract, transaction or other action.

Section 9: Compensation: Directors shall not receive any salary or fee for their services, but a reasonable sum for expense of attendance, if any, may be allowed for attendance at each regular or special meeting.

Section 10: Powers. All the corporate power, except such as are otherwise provided for in these Bylaws and in the laws of the State of Arizona, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Association, such powers as they see fit.

Section 11: Annual Report: The Board of Directors shall present at the Annual Meeting of members a report, verified by the President and the Treasurer, or by a majority of the Directors, showing in appropriate detail the following:

The assets and liabilities of the Association as of the end of the fiscal year immediately preceding the annual meeting.
The principal changes in assets and liabilities during the year immediately preceding the date of the report.
The revenue or receipts of the Association, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report.
The expenses or disbursements of the Association, for both general and restricted purposes, during the year immediately preceding the date of the report.
The number of members and active members of the Association as of the date of the report, together with a statement of the increase or decrease in such number during the year immediately preceding the date of the report.

The Annual Report of the directors shall be filed with the records of the Association and an abstract thereof entered in the minutes of the proceedings of the annual meeting.

ARTICLE VIII: OFFICERS

Section 1: The officers of the Association shall be the President, Vice-President, Secretary, and Treasurer, and other officers with such powers and duties not inconsistent with these Bylaws that may be appointed and determined by the Board of Directors. Any person may hold two or more offices except that the President shall not also be Treasurer. The Board of Directors shall have the power to appoint an Assistant Secretary who shall perform the duties of the secretary when the Secretary is absent or to assist the Secretary when deemed necessary.

Section 2: Election, Term of Office, Qualifications. The President shall be elected annually by the Board of Directors from among their number, and the other officers shall be elected annually by the Board of Directors from among such persons as the Board of Directors may see fit.

Section 3: Quorum of the Board of Directors. At any meeting of the Board of Directors, no less than 50% of the members of the Board of Directors shall constitute a quorum. A majority vote of those attending shall be required on all issues, except as otherwise stipulated in these Bylaws. Attendance may be in person or by a phone link capable of being heard by all attending in person or by phone link.

Section 4: Meetings of the Board of Directors. A regular meeting of the Board of Directors shall be held no less than once during each year, at such time and place as the Board of Directors may prescribe. Notice of such meetings shall be given to the Board of Directors at least 30 days in advance of the date of the meeting. Special meetings of the Board of Directors may be called by the President. Notice of such a special meeting shall be given to the Board of Directors not less than 72 hours in advance of such meeting, together with the specific purpose for which the meeting is called.

Section 5: Vacancies. In the event of a vacancy in an office, the President may fill the vacancy by appointment for the balance of the term subject to the approval of the Board of Directors.

Section 6: President. The President shall preside at all meetings of the Association and of the Board of Directors, and shall be an ex-officio member of all committees. He/she shall have and exercise general charge and supervision of the affairs of the Association and shall perform such other duties as may be assigned by the Board of Directors.

Section 7: Vice-President. The Vice-President shall preside at meetings in the absence or disability of the President. He/she shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned by the Board of Directors.

Section 8: Secretary. The Secretary shall notify members when and where a meeting is to be held and record the minutes of all such meetings. The Secretary shall have charge of such books, documents, and papers as the Board of Directors shall determine and shall have custody of the corporate seal, if any. He/she shall attend and keep the minutes of all meetings of the Board of Directors and the members of the Association. He/she shall keep a record containing the names of all persons who are members of the Association, with their mailing address, and such record shall be open for inspection as prescribed by law. He/she may sign with the President in the name and on behalf of the Association any contracts or agreements authorized by the Board of Directors, and when so authorized or ordered by the Board of Directors may affix the seal of the Association, if any. He/she shall in general perform all duties incident to the office of Secretary, subject to the control of the Board of Directors and shall perform such other duties as may be assigned to him/her by the Board of Directors.

Section 9: Treasurer. The Treasurer shall keep all financial records of the Association in a clear and businesslike manner, collect dues, make such expenditures as the Association or Board of Directors may direct and authorize, and keep a concise and clear record of the Association’s funds, which record shall be open to inspection by active members of the Association. The Treasurer shall have the custody of all funds, property, and securities of the Association, subject to such regulations as may be imposed by the Board of Directors. When necessary or proper, he/she may endorse on behalf of the Association for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Association at such bank or banks or depository as the Board of Directors may designate. He/she shall sign all receipts and vouchers, and together with such other officer or officers, if any, as shall be designated by the Board of Directors, he/she shall sign all check of the Association and all bills of exchange and promissory notes issued by the Association. He/she shall make such payments as may be necessary or proper to be made on behalf of the Association. He/she shall enter regularly on the books of the Association kept by him/her for the purpose, full and accurate account of all moneys and obligations received and paid or incurred by him/her for or on account of the Association, and he/she shall exhibit such books at all reasonable times to any director or active member on application at the offices of the Association. He shall in general perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.

Section 10: Agents. The Board of Directors may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Directors may see fit, so far as may be consistent with these Bylaws, to the extent authorized or permitted by law.

Section 11: Contracts. The Board of Directors, except as in the Bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Association, and such authority may be general or confined to a specific instance, and unless so authorized by the Board of Directors no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or render it financially liable for any purpose or to any amount.

ARTICLE IX: LOCAL SECTIONS

Section 1: Use of the International Dark-Sky Association name, the abbreviation IDA, any International Dark-Sky Association logo, or any representation of affiliation with the International Dark-Sky Association is expressly prohibited except upon the terms and conditions set forth in this Article. Individual active members of the International Dark-Sky Association may state that they are individual members of the International Dark-Sky Association, however.

Section 2: Local Sections of the International Dark-Sky Association may be formed by one or more active members of the International Dark-Sky Association. Upon approval of a local Section by a majority vote of the Board of Directors of the International Dark-Sky Association, such local Section may use the International Dark-Sky Association or IDA name and logos, and they may represent its formal affiliation with the International Dark-Sky Association. Local sections may assess local members dues, hold local IDA Section meetings, have local officers and committees, and establish a local IDA Section office.

Section 3: Local Sections leaders must be active members of the International Dark-Sky Association, and, as noted in Section 2, local Sections may assess local dues in addition to the ordinary dues of the International Dark-Sky Association.

Section 4: Local Sections and their members must abide by the International Dark-Sky Association Bylaws, with special notice to this Article (concerning Local Sections); Article II, Sections 1, 2, and 3 (concerning Objectives); and Article XII (concerning Exempt Activities) of these IDA Bylaws.

Section 5: Each local Section must file a Section Annual Report with the Secretary of the International Dark-Sky Association in a format and at such a time as the Board of Directors may from time to time prescribe. Local Sections must file yearly Financial Reports with IDA by January 31 of the year following the year’s activities.

Section 6: Failure of a local Section to comply with the provisions of this Article; Article II, Sections 1, 2, 3; or Article XII shall be cause for revocation of the rights granted by Section 2 of this Article upon a majority vote of the Board of Directors of the International Dark-Sky Association.

ARTICLE X: DISSOLUTION

Section 1: The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified non-profit, educational or scientific organization, such organizations to be selected by the Board of Directors.

ARTICLE XI: AMENDMENTS

Section 1. The Board of Directors shall have the power to make, alter, or amend the Bylaws of the Association by affirmative vote of a majority of the Board.

ARTICLE XII: EXEMPT ACTIVITIES

Section 1. Notwithstanding any other provision of these Bylaws, no member, director, officer, employee, or representative of this Association shall take any action to carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an tax exempt, non-profit organization.

CERTIFICATE OF SECRETARY: I, the undersigned, do hereby certify:

That I am the present duly elected and acting Secretary of the International Dark-Sky Association, a non-profit corporation in the State of Arizona, and
That the foregoing Bylaws, comprised of 9 pages, constitute the original Bylaws of said Association as duly adopted at the first meeting of the Board of Directors thereof duly held in March 1988

_________________________
SECRETARY

The original Bylaws, established at the First Meeting of the Board of Directors, early in 1988, were amended by unanimous vote at the First Annual Meeting of the Association, held in Tucson on 4 February 1989. Changes were to correct typos, and to amend the schedule of when membership dues were to be renewed.

A second amendment was made in July 1990, by vote of the Board of Directors, to incorporate an article about IDA Sections. This new article became Article X and so former Articles X, XI, and XII were renumbered in the revised Bylaws.

A third amendment was made on 23 April 1999, to expand the Board and for a few minor changes.

A fourth amendment was made on 27 April 2000, changing the terms for Board Members, and a few minor changes.

A fifth amendment was made on 7 March 2001, changing the number of Board Members from 15 to 17, and adding a sentence to the end of Article X, Section 5.

A sixth amendment was made on 14 December 2005, with changes to election of board members and adding a description of procedures for submitting formal proposals. There were also a number of minor editorial changes.

A seventh amendment was made on 8 September 2006, with a number of changes relative to board elections and to add clarity to other sections of the bylaws.

Updated 2006-11-28

Bylaws of the International Dark-Sky Association