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Constitution

This revised Constitution was adopted by the Society membership in 2000. Under this document the Society is registered as an incorporated entity in the District of Columbia.

ARTICLE I

The name of this corporation is The American Astronomical Society (hereafter “The Society”).

ARTICLE II

The period of duration is perpetual.

ARTICLE III

The purpose of this Society is the advancement of astronomy and closely related branches of science.

ARTICLE IV

The Board of Directors of the Society shall be known as the Council of the Society and the Directors shall be known as Councilors. The Council shall fulfill all the functions of the Board of Directors. All members of the Board of Directors shall be elected or appointed as provided herein and in the Bylaws.

ARTICLE V

These Articles of Incorporation shall be known to the members of the Society as the Constitution. Except as provided in these Articles of Incorporation, the internal affairs of the Society shall be regulated and determined as provided in the Bylaws.

ARTICLE VI

The membership of the Society shall consist of those persons whose names were signed on or before September 15, 1899, to the statement of desire to form such an association plus such other persons subsequently elected as provided in the Bylaws of the Society. The individual members shall have the right to elect not less than three-quarters of the members of Council and to vote for or against amendments to the Constitution. Notwithstanding the foregoing, any vacancies on the Council resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the Council in the manner provided in the Bylaws.

ARTICLE VII

At all times, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Society (voluntary or involuntary or by operation of law), or any other provisions hereof:

1. The Society shall not possess or exercise any power or authority, whether expressly, by interpretation, or by operation of law, that would pose substantial risk of preventing it at any time from qualifying and continuing to qualify as an entity described in section 501 (c) (3) of the Internal Revenue Code of 1986 (hereinafter referred to as “the Code”), contributions to which are deductible for federal income tax purposes, nor shall the Society engage directly or indirectly in any activity that would pose a substantial risk of causing the loss of such qualification under section 501 (c) (3) of the Code.

2. At no time shall the Society engage in any activities that are unlawful under the laws of the United States, the State of Illinois, the District of Columbia, or any other jurisdiction where any of its activities are carried on.

3. No part of the assets or net earnings of the Society shall ever be used, nor shall the Society be organized or operated, for purposes that are not exclusively charitable or educational within the meaning of section 501 (c) (3) of the Code.

4. The Society shall never be operated for the primary purposes of carrying on a trade or business for profit.

5. The Society shall not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it for tax exemption under section 501 (c) (3) of the Code by reason of attempting to influence legislation. Nor shall the Society, directly or indirectly, participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office.

6. No solicitation of contribution to the Society shall be made, and no gift, bequest, or devise to the Society shall be accepted, upon any condition or limitation that would pose a substantial risk of causing the Society to lose its federal income tax exemption.

7. Pursuant to the prohibition contained in section 501(c) (3) of the Code, no part of the net earnings, current or accumulated, of the Society shall ever inure to the benefit of any private individual.

ARTICLE VIII

Upon termination, dissolution, or winding up of the Society in any manner or for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provision for payment of all liabilities and obligations of the Society shall be distributed to, and only to, one or more organizations then existent, dedicated to purposes similar to those of the Society so long as those organizations be exempt as described in section 501 (c) (3) of the Code or under such successor provision of the Code as may be in effect at the time of the Society’s dissolution.

ARTICLE IX

The private property of the Officers and Directors of the Society shall not be subject to payment of the Society’s debts to any extent whatever.

ARTICLE X

Unless otherwise prohibited by law, the Society shall indemnify any Director (Councilor) or Officer, any former Director or Officer, and any person who may have served at its request as a director or officer of another corporation, whether for profit or not for profit, and may, by resolution of the Council, indemnify any employee, against any and all expenses and liabilities actually and necessarily incurred by him or her or imposed on him or her in connection with the defense of any action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) in which he or she is made a party by reason of being or having been such Director, officer, or employee, subject to the limitation, however, that there shall be no indemnification in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be guilty of a criminal offense or liable to the Society for damages arising out of his or her own negligence or misconduct in the performance of a duty to the Society.

Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by such director, officer or employee. The Society may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of, any director, officer, or employee; provided, however, that such director, officer or employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that he or she is not entitled to indemnification under this Article.

The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any Bylaw, agreement, vote of the Council, vote of the members or otherwise and shall not restrict the power of the Society to make any indemnification permitted by law.

The Council may authorize the purchase of insurance on behalf of any Director, officer, employee, or other agent against any liability asserted against or incurred by him which arises out of such person’s status as a director, officer, employee, or agent or out of acts taken in such capacity, whether or not the Society would have the power to indemnify the person against that liability under law.

In no case, however, shall the Society indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Code. Further, if at any time the Society is deemed to be a private foundation within the meaning of section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in section 4941(d) or 4945(d), respectively, of the Code.

If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

ARTICLE XI

The address of the initial registered agent is: 2000 Florida Avenue, NW, Suite 300, Washington, DC 20009, and the name of the initial registered agent at such address is [Dr. Peter B. Boyce (who resides at 5700 Sherier Place, NW, Washington, DC 20016)].

ARTICLE XII

The number of Directors (Councilors) constituting the initial Board of Directors (Councilors) is 17, and the names and addresses of the persons who are to serve as the Directors (Councilors) until their successors are duly elected and qualified are [those Officers and Councilors in office as of July 1987].

ARTICLE XIII

The names and addresses of the incorporators are:
Peter B. Boyce
2000 Florida Avenue, NW, Suite 300, Washington, DC 20009

John A. Graham
Carnegie Institution of Washington
Department of Terrestrial Magnetism
5241 Broad Branch Road, NW, Washington, DC 20015

Gart Westerhout
U.S. Naval Observatory
34th & Massachusetts Avenue, NW, Washington, DC 20390

ARTICLE XIV

All references contained in these Articles to the Internal Revenue Code of 1986, or to “the Code” shall be deemed to refer to the Internal Revenue Code of 1986, and the Regulations established pursuant thereto, as they now exist or as they may hereafter be amended.

ARTICLE XV

This Constitution may be amended only upon recommendation of the Board of Directors (Council) and only after notice of the proposed amendment and a ballot have been sent by mail to every individual member of the Society at least forty-five (45) days in advance of the deadline for return of the ballots. Such amendment, in order to be adopted must receive three-fourths (3/4) of the votes cast by mail.


Bylaws

These revised Bylaws of the American Astronomical Society were adopted by the AAS Membership in June 1986, and amended in June 1989, June 1993, January 1997, June 1998, June 2000, June 2001, June 2002, June 2004, June 2005, June 2008, and January 2013.

ARTICLE I. MEMBERSHIP

1. Classes of Membership

a. Individual membership in the American Astronomical Society shall be classified as follows: Members (designated throughout with capital M), Associate Members, Junior Members, Honorary Members and Patrons.
b. Any person deemed capable of preparing an acceptable paper upon some subject of astronomy or related branch of science may be elected a Member.
c. Any person seriously interested in the advancement of astronomy or related fields may be elected an Associate Member if he or she is 28 years of age or older, or a Junior Member if he or she is under 28 years of age. Full time students pursuing a degree in astronomy or a related science are eligible for Junior Membership, regardless of age.
d. Any astronomer of distinction who is not resident in North America may be elected as an Honorary Member.
e. Any person who has rendered conspicuous service to astronomy other than through scientific contributions may be elected a Patron of the Society.
f. Organizational memberships are open to corporations and other entities desirous of encouraging the work of the Society.
g. The Council and each Division may permit certain individuals who have an interest that is allied with those represented by the members of the AAS or its Divisions to become Affiliate members. These individuals may participate in the activities of the Society or the relevant Division, as appropriate, but may not vote, hold office, or serve on AAS Committees. The Council or the appropriate Division shall establish the qualifications, dues, and privileges of Affiliate membership.
h. Any individual who would qualify for membership under b or c above who is resident outside the United States and its territories may become an International Affiliate of the Society. These individuals may participate in the activities of the Society or the relevant Division, as appropriate, but may not vote, hold office, or serve on AAS Committees. The Council shall establish the qualification process, dues, and privileges for International Affiliates.
i. Any individual professionally engaged in astronomy-related education or public outreach and whose principal employment is at a community college, elementary or secondary school, science center, museum, planetarium, or educational organization or agency may become an Educational Affiliate of the Society. Individuals employed as professors at Universities or four-year colleges would not be eligible for the Educational Affiliate membership class. Educational Affiliate members may participate in the activities of the Society or Divisions, as appropriate, but may not vote, nominate individuals for membership, promote members in membership level, hold elected office, or serve on AAS Committees.

2. Method of election of Individual Members

a. Applicants for Member, Associate Member or Junior Member may at any time be elected by the Council or its designated representative after nomination by two Members. Unless he or she furnishes proof of full time student status, any Junior Member reaching 28 years of age automatically becomes an Associate Member at the beginning of the subsequent year.
b. Junior or Associate Members wishing to upgrade to Member must be nominated by two Members.
c. Nominations for Honorary Member must be signed by no fewer than five Members. The Council may elect no more than one Honorary Member per year.
d. Patrons of the Society must be elected by the Council. Patrons may be elected posthumously.

3. Dues and Privileges of Membership

The Council will determine the dues for each class of member. Junior Member and Emeritus Member dues will be set at a lower rate than the rate set for Member and Associate Member dues. Changes in the dues will be announced at the annual business meeting of the Society. Honorary Members and Patrons pay no dues. All Members, Associate Members, Junior Members, Honorary Members and Patrons shall have the right to attend meetings of members and to vote in the annual election and to vote on amendments to the Constitution and to receive such publications as the Council may authorize. Only Members have the right to hold office or to chair committees of the Society.

4. Emeritus Status

Any member who has retired from gainful employment and whose contiguous years of membership in the Society total at least ten (10), shall be eligible to be transferred to the Emeritus status in the class of membership held at the time of that request. Dues for members in Emeritus status shall be set at 50% of the Council-determined dues for active members, rounded up to the nearest dollar. The implementation of dues for those members in Emeritus status shall go into force for any member changing to Emeritus status after 1 January 1998. The Council shall determine any additional rights or privileges of Emeriti members. Requests for transfer to Emeritus status shall be submitted to the Executive Office of the Society for approval.

5. Termination of Membership

Members of any class may resign by notifying the Executive Office or the Secretary in writing. Membership in the Society may be suspended or terminated by vote of the Council for conduct adjudged to be detrimental to the interests of the Society. Failure to pay dues within the time set by the Council shall be deemed sufficient cause for suspension. In exceptional cases of financial difficulty, membership dues may be waived or reduced for one year upon individual request to the Secretary or Executive Officer.

6. Organizational Membership

The Council may establish classes of membership for corporations, publishers and non-profit organizations. The Council shall set the qualifications, dues and application procedure for each class of organizational membership in the Society. The Council also shall establish the benefits which accrue to organizational members.

7.    Quorum and Voting

a.    For purposes of all actions that require membership approval, a quorum shall consist of 5 percent of the entire membership. 
b.    Proxy voting is not permitted.

ARTICLE II. OFFICERS OF THE SOCIETY

1. Enumeration of Officers

The elected officers of the American Astronomical Society shall be President, President Elect, or in alternate years, Past President, three Vice Presidents, Secretary, Treasurer, Education Officer, and Chair of the Publications Board. The Council shall appoint an Executive Officer. Among these the President, the Secretary, the Treasurer, and the Executive Officer shall serve as the officers of the corporation.

In addition, the Council may appoint such other corporate officers as it deems fit. Any such other officers chosen by the Council shall hold office for such period, have such authority and perform such duties as the Council may from time to time determine. No officer appointed by the Council pursuant to this provision shall serve as a member of the Council by reason of his or her appointment. Any officer appointed by the Council pursuant to this provision may be removed, either with or without cause, by the affirmative vote of a majority of the whole Council.

2. Terms of Office

a. Upon his or her election, the President shall serve one (1) year as President-Elect, two (2) years as President and one (1) year as Past-President.
b. Vice-Presidents serve for three (3) years. One is to be elected each year.
c. The President and Vice-Presidents are not eligible for immediate reelection.
d. The Treasurer, Secretary and Education Officer serve for three years and may succeed themselves twice for a total of nine (9) years.
e. The Chair of the Publications Board serves for three (3) years, and is not eligible for immediate reelection.
f. The term of the Executive Officer shall be three (3) years.
g. The terms of office of the elected officers shall formally commence at the close of the annual business meeting following the election.

3. Vacancies

a. If the office of President becomes vacant, the President-Elect shall act as President for the remainder of the unexpired term and shall then continue to serve as President for the term for which he or she originally was elected. If no President-Elect exists, the senior Vice-President shall act as President until the next annual business meeting at which time a new President-Elect will take office and serve as President for three years.
b. If the Treasurer, Secretary or Education Officer no longer can serve, the Council may fill the office for the remainder of the unexpired term.
c. In the event of a situation not specifically covered in these Bylaws, the Council has the power, by a vote of the majority of the Council, to fill any vacancy which may arise among the Officers. Such an appointment shall be limited to the unexpired term of the vacancy being filled.

4. Duties of Officers

a. The President shall preside over Council meetings and Society business meetings and shall perform other duties usually associated with this office.
b. The Vice-Presidents, as representatives of the Council, will have the responsibility for the overall scientific content of the major meetings of the Society, including review speakers and special sessions, and to support and advise the Executive Officer in maintaining the scientific quality of the program.
c. The Secretary shall be responsible for keeping an accurate record of all meetings of the Council and for preparing the official minutes of the Council meetings. He or she shall give, or cause to be given, all notices in accordance with these Bylaws or as required by law and in general, shall perform all duties customary to the office of Secretary.
d. The Treasurer shall be responsible for the financial affairs of the Society. He or she shall perform all duties customary to that office, shall be responsible for all corporate funds and securities, and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in the books of the corporation. The Treasurer shall deposit or invest, or cause to be deposited or invested, all monies or other valuable effects in the name of the Society in such depositories or investments as shall be selected by the Council or its authorized representatives. The Treasurer shall render annually to the Council, or when the Council so requires, an account of the financial condition of the Society. He or she shall secure audits of the financial operations of the Society as needed.
e. The Education Officer, under the direction of the Council, shall be responsible for the oversight of all educational activities of the Society. The Education Officer shall chair the Council-appointed committee which will provide advice to the Council regarding the education programs of the AAS.
f. The Executive Officer shall serve as the Chief Executive Officer of the Society, and subject to the control of the Council, shall perform the duties customary to that office and shall manage, supervise and control the affairs of the Society in accordance with the policies and directives approved by the Council.
g. In addition to these tasks, the officers shall perform other tasks as enumerated elsewhere in the Bylaws or as assigned by the Council.

5. Eligibility for Holding Office

All Members of the Society are eligible to become Officers or Councilors. In addition to being a Member, the President-elect also must previously have served as an elected Officer or Councilor. Junior and Associate Members are not eligible to be Officers or Councilors. In addition to being a Member, the Chairs of the Publications Board and Astronomy Education Board (the Education Officer) ordinarily will have served previously or be serving as a member of the Publications Board or Astronomy Education Board, respectively. Associate Members are eligible to serve on Society committees; they are not eligible to chair Society committees. Junior Members are not eligible to chair or to serve on Society committees.

ARTICLE III. COUNCIL

1. Powers and Responsibilities

The Council shall be the governing body of the Society and shall manage, direct and control the affairs and property of the Society. The Council shall, within the limits of the Bylaws, determine the policies of the Society and changes therein. It shall actively prosecute the Society’s purposes and shall have discretion in the disbursement of the Society’s funds. It may adopt such rules and regulations for the conduct of its business as it deems advisable, and may, in the execution of its powers, appoint such agents as it may consider necessary.

2. Composition of the Council

The Council shall consist of the elected officers of the Society (President, President-Elect or Past-President, Vice-Presidents, Secretary, Treasurer and Education Officer), the Executive Officer, the Chair of the Publications Board, and nine Councilors, three of whom are elected from among the Members of the Society each year to serve for a period of three years. The elected Councilors shall not be eligible for immediate reelection.

3.    Removal of Councilors

Councilors may be removed by the membership only for cause.

4. Organization of the Council

a. The President shall serve as Chairperson of the Council. In his or her absence the President-Elect, or in the case of the latter’s absence one of the Vice-Presidents, in order of seniority, shall serve as Chair.
b. The Secretary of the Society will act as secretary of the Council. In his or her absence a substitute for that meeting will be appointed by the Executive Committee.

5. Meetings of the Council

a. The Council shall meet at least once each year. The annual meeting of the Council shall be held not less than one and no more than thirty (30) days prior to the annual business meeting of the Society.
b. Additional meetings of the Council may be held at such other times as the President may decide.
c. A request in writing to the President from four members of the Council shall render the convocation of the Council obligatory.
d. At any meeting of the Council, one-half of the entire membership of the Council shall constitute a quorum and, except as otherwise provided by these Bylaws, a majority of such a quorum shall decide any question that may come before the meeting.
e. The Secretary or President shall provide to Council notice by mail of any Council meeting no less than thirty (30) days before the date of the meeting. This notice shall include at a minimum the time and location of the meeting. An agenda containing at least the principal items of business shall be transmitted to Council Members not less than ten (10) days prior to the Council meeting.
f. In the interim between regularly scheduled meetings the Council may meet and vote through a telephonic conference, provided all notice requirements for a meeting have been satisfied. In such a conference call each member must be able to speak and each must be able to hear all other members participating in the call. A two-thirds (2/3) majority vote of the total Council membership is required to decide the question.
g. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Council may be taken without a meeting if all Council members consent in writing to the adoption of a resolution describing and authorizing the action.  The resolution and the written consents shall be delivered to the organization and filed with the minutes of the Council or filed with the corporate records reflecting the action taken.  Action taken becomes effective when the last Councilor signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of that date, provided, the consent states the date of execution by each Councilor.  Such consent shall have the same force and effect as a unanimous vote.
h. The Council has the power, by a vote of the majority of the Council, to fill any vacancy which may arise among the elected Councilors. This appointment shall be limited to the unexpired term of the vacancy being filled.

6.    Emergency Powers

If there is a catastrophic event, the Councilors able to meet may exercise emergency powers to take action for the organization as necessary.

ARTICLE IV. ELECTION OF OFFICERS AND COUNCILORS

1. Nominations

The slate of candidates for Officers and Councilors shall be prepared by the Nominating Committee. At least two candidates shall be proposed by the Nominating Committee for each vacancy for President, Vice-President and Councilor. For the position of Chair of the Publications Board, the Nominating Committee, in consultation with the Executive Committee and the Publications Board, shall propose one or two candidates. For the position of Secretary, Treasurer and Education Officer, the Nominating Committee, in consultation with the Executive Committee of the Society, shall propose one candidate for each vacancy. Members of the Nominating Committee are ineligible for nomination to office.

2. Write-in Nominations

The proposed slate of candidates must be announced to the members of the Society, along with a deadline not less than forty-five (45) days after the mailing of the announcement before which additional candidates may be proposed. Additional nominations may be made in writing and must be signed by at least thirty (30) voting Members of the Society. No Member may sign for more than one additional nominee per year.

3. Balloting

In order to be included on the final slate of candidates, the candidate must supply written consent that he or she is willing to serve, if elected. The ballot shall be distributed, by mail or electronic means, to all individual members no less than forty-five (45) days before the deadline for counting. No provision for write-in candidates will be made on the ballot.

4.    Voting

Officers and Councilors will be elected by a plurality of the votes cast by the members entitled to vote if a quorum has been met.

5. Nominating and Voting Procedure

The Council shall determine such additional requirements and procedures as needed and shall assign the responsibilities for preparing the ballot and recording the votes. Electronic voting shall be permitted if the Council determines it is appropriate. All questions of procedure and interpretation shall be resolved by the Council.

ARTICLE V. INDEMNIFICATION OF OFFICERS AND COUNCILORS

Individuals indemnified under Article X of the Constitution may be indemnified only if they acted in good faith; reasonably believed, in the case of conduct in an official capacity, that the conduct was in the best interest of the organization, in all other cases, reasonably believed the conduct was at least not opposed to the best interest of the corporation, and in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. An individual’s eligibility for indemnification shall be determined by a majority vote of all the disinterested councilors.

Any individual seeking indemnification is prohibited from indemnification for liability arising out of conduct that constitutes intentional infliction of harm on the corporation or the members, or an intentional violation of criminal law.

ARTICLE VI. MEETINGS OF THE SOCIETY

1. Meetings

There shall be an annual meeting and such other meetings of the Society as the Council shall designate. The Council shall determine the time and place of the annual meeting of the Society, and shall provide for an annual business meeting, which shall be held in conjunction with a scientific meeting of the Society, at which the President, Treasurer and other officers at the discretion of the Council, shall report to the Membership.

2. Announcements of Meetings

An announcement of each scientific meeting shall be mailed to all members not less than twenty-one (21) days before the meeting. The announcement of the annual business meeting shall be included in the announcement of the scientific meeting at which it is to be held.

An announcement for a special meeting including the date, time, and place of the meeting shall be mailed to the members not less than twenty-one (21) days before the meeting.  The notice shall include a description of the purpose for which the meeting is called.

3. Agenda and Program

The Council shall have charge of the agenda of business meetings and the program of scientific meetings. The Council may establish rules for the presentation of papers at meetings of the Society.

4. Participation in Meetings

All members may attend scientific meetings of the Society. Organizational members of the Society may participate in the program of scientific meetings in such ways as established by the Council. They also may provide exhibits judged to be of interest to other members of the Society. The regulations and charges for such exhibits shall be set by the Council or its designated representative.

5.    Special Meetings

a.    The council or 25% of the voting membership can call a special meeting.
b.    Special meetings may be held inside or outside of the District of Columbia.  Meetings may be held by Internet if the members have the opportunity to read or hear the proceedings concurrently with their occurrence, vote on matters submitted, pose questions, and make comments.

ARTICLE VII. COMMITTEES

1. The Nominating Committee

a. The Nominating Committee shall consist of five Members of the Society. All Members are eligible to serve except those who are voting members of the Council. Associate Members and Junior Members are not eligible.
b. Each member of the Nominating Committee shall serve three years and shall not be eligible for immediate reelection to the Nominating Committee. The terms of the five members shall be staggered so that no more than two Members are elected in any one year.
c. Candidates for membership on the Nominating Committee shall be nominated from the floor of the annual business meeting by a Member. At least two names shall be proposed for each vacancy.
d. The proposed slate of candidates for the Nominating Committee must be announced to the members of the Society along with a deadline not less than forty-five (45) days after the mailing of the announcement before which additional candidates may be proposed. Additional nominations may be made in writing to the Secretary and must be signed by at least five (5) Members of the Society. No Member may sign for more than one additional nominee per year.
e. In order to be included on the final slate of candidates, the candidate must supply written consent that he or she is willing to serve. The ballot shall be distributed, by mail or electronic means, to all members no less than forty-five (45) days before the deadline for counting. No provision for write-in candidates will be made on the ballot.
f. The Council shall determine such additional requirements and procedures as are needed and shall assign the responsibilities for preparing the ballot and recording the votes. All questions of procedure and interpretation shall be resolved by the Council.
g. Within two weeks after the election, the Secretary shall announce to all old and new members of the Nominating Committee its new composition. The term of office of new members starts and the term of office of outgoing members terminates on the date of this announcement.
h. If a vacancy occurs during the term of a member of the Nominating Committee, it shall be filled by the candidate who had the next highest number of votes on the most recent ballot. The new member shall continue in office for the duration of the unexpired term.
i. Each new Chairperson of the Nominating Committee shall be selected from the committee by a poll of its newly constituted members conducted by the outgoing Chairperson. The new Chairperson shall have served at least one year on the Nominating Committee before being eligible for this position. No Chairperson may serve in that capacity more than one year of the term for which he or she was elected to the Nominating Committee.

2. Executive Committee

a. The President, President-elect or Past-President, the two senior Vice-Presidents, Secretary, Treasurer, and Executive Officer, plus any additional Officers or Councilors designated by the Council, shall serve as an Executive Committee to act for the Council between Council meetings on all matters except the authorization of distributions, action on items required to be approved by the members, or adoption, amendment, or repeal of the bylaws. Such actions of the Executive Committee shall be reported to the Council at its next regularly scheduled meeting.
b.  The Executive Committee may meet and vote through a telephonic conference, provided all notice requirements for a meeting have been satisfied. In such a conference call each member must be able to speak and each must be able to hear all other members participating in the call. A two-thirds (2/3) majority vote of the total Executive Committee membership is required to decide the question.
c.   Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action permitted to be taken by the Executive Committee may be taken without a meeting if all members consent in writing to the adoption of a resolution describing and authorizing the action.  The resolution and the written consents shall be delivered to the organization and filed with the corporate records reflecting the action taken.  Action taken becomes effective when the last committee member signs the consent, unless the consent specifies a different effective date, in which event the action taken is effective as of that date. Such consent shall have the same force and effect as a unanimous vote.

3. Publications Board

a. The Publications Board shall regularly review the publication policies of each of the Society’s publications and shall, in consultation with the Editors, report its findings and recommendations to the Council. This Board shall, when required, nominate for Council approval an Editor or Editor-in-Chief for each publication. This Board will be available to the Editors and will act as an advisory Editorial Board for each publication when called upon to do so.
b. There shall be seven (or eight) voting members of the Publications Board, six serving in rotation for terms of four years, dating from the first of January in the year following their election, and the seventh (and eighth) being the Chair (and Chair-elect) who shall be elected by the membership in accord with procedures for election of Council Members. The Publications Board chair-elect shall serve for a full year on the Publications Board as chair-elect, beginning with the Annual Business Meeting immediately following election and continuing until taking office as Chair. The Publications Board Chair-elect would have the right to attend Council meetings, but without voting privileges. Each year the Council shall elect new Board Members as required from a slate proposed by the Nominating Committee in consultation with the journal Editors. Written consent to serve shall be required of all candidates for Board Membership before their names are placed on the slate. In the event the chair is serving as a member of the Publications Board at the time of election, that election shall be deemed to create a vacancy on the Publications Board and the appropriate procedures for filling such a vacancy shall be followed.

4. Astronomy Education Board

a. The Astronomy Education Board shall regularly review the Society’s education policies and activities, and shall report its findings and recommendations to the Council. This Board will be available to the Education Officer and the Director of Education Activities when called upon for advice.
b. There shall be ten voting members of the Astronomy Education Board, nine serving in rotation for terms of three years, dating from the Annual Business meeting following their election, and the tenth being the Education Officer. Each year the Council shall elect new AEB Members as required from a slate proposed by the Nominating Committee in consultation with the Executive Committee and the Education Officer. Written consent to serve shall be required of all candidates for AEB Membership before their names are placed on the slate. In the event the Education Officer is serving as a member of the Astronomy Education Board at the time of election as Education Officer, that election shall be deemed to create a vacancy on the Astronomy Education Board and the appropriate procedures for filling such a vacancy shall be followed.

5. Additional Committees

The Council may appoint such other standing or ad hoc committees as it needs.

ARTICLE VIII. SUBUNITS OF THE SOCIETY

1. Divisions of the Society for Special Subjects

a. The Council may appoint an Organizing Committee for the purpose of setting up a Division of the American Astronomical Society for a special subject. This action is in order whenever the present general meetings of the society as a whole, as well as its other activities, do not effectively and sufficiently contribute to the advancement of the research in the subject area because either:
1) a subject belonging to the discipline of astronomy in its broadest sense has grown unusually rapidly in research activity and has developed specialized approaches, or:
2) it receives a large portion of its key research contributions from scientists who are not professional astronomers in the conventional sense.
At the time such a Division is established, the Council shall appoint a temporary Chairperson of the Organizing Committee whose duty it shall be to conduct the election of the new Division’s permanent Chairperson.
b. The Organizing Committee shall draw up the Bylaws governing the organization and the procedures of the Division subject to the following restrictions:
1) The Bylaws shall provide for such officers as are deemed necessary to administer the Division and for the formation of the Committee of the Division which shall be its governing body.
2) The Bylaws of the Division shall prescribe that Division officers shall be voting Members of the Division. Divisional Chairpersons, Secretaries and Treasurers (or Secretary/Treasurers if that is the case) shall be Members of the AAS.
3) The Bylaws shall prescribe the lengths and conditions of the terms of office for the officers, the method of their nomination and election, as well as the method of the nomination and election of Division Members.
4) The Bylaws shall prescribe a procedure for amending the Bylaws.
5) The Bylaws may contain additional provisions which are not inconsistent with the Bylaws and Constitution of the Society and which do not interfere in any way with the activities or affairs of the Society.
6) Before adoption of the Bylaws by the Organizing Committee, as well as subsequent amendments to these Bylaws by the Committee of the Division, they shall be submitted forty-five (45) days prior to the next Council meeting via the Society’s Secretary to the Council of the Society for approval.
c. Each Division shall normally hold at least one Division meeting per year. All members of the Society shall have the right to attend such Division meetings. Announcements of Division meetings shall be published and distributed to all Society members.
d. The Treasurer of each Division shall submit annually a formal account of the finances of the Division to the Treasurer or Executive Officer of the Society for inclusion in the general accounts of the Society and for presentation to the Council. Division accounts may be audited if such action is deemed desirable by the Council.
e. Each Division shall be independently responsible for organizing its Division meetings. The Chairperson of each Division, or an alternate appointed by the Division, has the right to attend meetings of the Council, and to report upon Division activities, but not to vote.
f. Any Division may be dissolved at the discretion of the Council.

2. Working Groups

a. Whenever it becomes apparent that coordinated action in a specific area would be beneficial, the Council may establish a Working Group for that subject and shall appoint a Chairperson and a steering committee. Steering committee members must be either Associate or Full Members of the Society. The steering committee shall decide the subsequent structure and organization of the Working Group.
b. Working Groups may hold meetings, identify problem areas, and take such actions as are necessary for the purpose of coordinating and aiding in the general purposes of the Society as are not inconsistent with the Bylaws and policies of the Society and that do not interfere with the other activities or affairs of the Society.
c. The Working Groups shall be responsible to the Council and shall submit annually to the Council a report of their activities for comment and approval.
d. Working Groups which fail to submit an annual report shall be presumed to have filled their need and will be deemed to have been dissolved. The Council may dissolve a Working Group at any time.

ARTICLE IX. AMERICAN ASTRONOMICAL SOCIETY PUBLICATIONS

1. Publications

The Society shall publish refereed scientific journals of original content material such as the Astronomical Journal and Astrophysical Journal and other publications including but not limited to journals, monographs, databases, proceedings and reprint series as may be deemed advisable by the Council.
The Society shall publish additional materials in support of the work of the Society, including but not limited to educational materials, career services, historical materials, and public policy documents. Society publications may be made available in a variety of print and electronic media.

2. Editors

Each journal of original scientific content material shall have an Editor (or Editor-in-chief) who shall be responsible for the overall content and management of the journal. The Council, with advice from the Publications Board, shall appoint each Editor. The term of the Editor shall be set by the Council and may be renewable. The Editor of each journal shall have the right to attend meetings of the Council, but not to vote.
The Editor may propose and the Council, with advice from the Publications Board, may appoint additional editors to assist in the editorial process. The term of the appointment shall be set by the Council.

3. Finances

A restricted fund shall be designated by the Council for the operation of its journals. The reserve fund shall be maintained at a level of at least one-half (1/2) of the annual operating expenses of its journals.

The Treasurer shall annually review and report to the Council on the financial operation of each journal. The Council shall set the page charges and subscription rates for the coming budget year at a level which will maintain the required level in the journals fund or, in the case of a deficiency, which will restore the level within three years.

ARTICLE X. AMENDMENTS

1. Procedure for Amendment

These Bylaws may be amended, altered or repealed in whole or in part, or new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the entire Council at any regular or special meeting of the Council, provided that at least eight weeks written notice of the proposed changes has been given to the members of the AAS.

2. Temporary Suspension

At any properly convened meeting of the Council, individual articles of these Bylaws may be suspended until the next succeeding Council meeting by a two-thirds (2/3) vote of the total membership of the Council.

ARTICLE XI. NON-DISCRIMINATION IN PROFESSIONAL ACTIVITIES

As a professional society, the AAS must provide an environment that encourages the free expression and exchange of scientific ideas. In pursuit of that environment, the AAS is committed to the philosophy of equality of opportunity and treatment for all members, regardless of gender, race, ethnic origin, religion, age, marital status, sexual orientation, disabilities, or any other reason not related to scientific merit. All functions of the Society must be conducted in a professional atmosphere in which all participants are treated with courtesy and respect. It is the responsibility of the chairperson of an AAS committee, of the organizers of any AAS meeting, and of the members themselves to ensure that such an atmosphere is maintained. Furthermore, the rich diversity of the Society’s membership and of the astronomical community in general is a resource that should be drawn upon when selecting organizing committees, invited speakers, and nominees for office and for special prizes.

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