Friends of the University of Illinois Observatory Constitution and By-Laws
ARTICLE I. NAME
This organization shall be known as the "Friends of the University of Illinois Observatory (FUIO)."
ARTICLE II. MISSION AND PURPOSES
The “Friends of the University of Illinois Observatory” (FUIO) are committed to the preservation of the National Historic Landmark Observatory and to enhance its educational, cultural and economic value for the people of Illinois.
In order to accomplish its mission, the Friends of the University of Illinois Observatory will;
- Support maintaining and improving the observatory building, surrounding land, and collection of historical artifacts in order to retain the physical integrity expected of a National Historic Landmark.
- Plan and document to assist in maintaining the Observatory in a historically accurate manner.
- Support the Department of Astronomy through diligent conservation, maintenance, preservation and restoration efforts.
- Promote public programming and provide educational opportunities and resources for the public at large, school and university educators and students, and professional and amateur astronomers.
ARTICLE III. BOARD OF DIRECTORS
- The FUIO will be governed by a Board of Directors that will consist of a minimum of 5 Members and a maximum of 15 Members; the exact number to be determined by the Board. The Board may increase or decrease the number of Board Members of the Organization by a vote of the majority of the entire Board, but the number of voting Board Members constituting the entire Board may not be less than 3. As used in these By-Laws, the term “entire Board” includes all current elected Board Members. No decrease in the number of Board Members will shorten the term of any incumbent Board Member. All of the Board Members will be at least 18 years of age. The number of Board Members may be changed from time to time by the Board consistent with the By-Laws.
- Membership is defined as someone who has financially contributed to the Friends of the University of Illinois Observatory.
- No Board Member shall be interested, directly or indirectly, in any contract relating to the operations of the Friends, nor in any contract for furnishing supplies or services, thereto, unless authorized by the concurring vote of a majority of the entire Board at a meeting where a quorum is present, not including the vote of the interested Board Member. The Board Member shall leave the place of the discussion in order to protect the interests of the Organization and the Board Members.
- The Board will appoint the following officers from its elected membership to serve three year terms with no limit on terms.
- President: will serve as coordinator of annual meeting and contact person for the group. The president will serve as the chairperson of the Board of Directors of the corporation and act as liaison to both the UI Astronomy Department and the UI Foundation.
- Secretary: will handle board correspondence, serve as keeper of the by-laws and official documents, and oversee documentation of the meeting minutes.
- Treasurer: will oversee all group finances, membership lists, transactions, and work directly with the UI Foundation to monitor FUIO funds. The treasurer will provide a quarterly report at the annual meeting.
- Ex-officio members of the board will include:
- Chair of the Astronomy Department or a designee
- Current president of the Astronomical Society at the University of Illinois or a designee
- Representative from the University of Illinois Foundation
- These board members will receive no compensation for their services.
- Each board member shall respect and maintain confidentiality of the organization’s information.
ARTICLE V. ELECTORAL PROCESS
- Members of the Board of Directors will be elected to three-year terms concurrent with the calendar year.
- There will be no limit to the number of terms an individual may serve.
- Board elections will occur in November and be conducted as follows:
- Board nominations will be taken electronically meeting with the results and any statements from the nominees to be published in the e-newsletter.
- Board will be elected by a majority vote of the membership and take office during the upcoming calendar year
ARTICLE VI. IMPEACHMENTS AND RESIGNATIONS
- In the event of the death or resignation of one of the Board members, the Board may appoint another person to fill the term of the absent Board member to fill out his/her term until the next election.
- Any member performing acts of malicious intent towards the group, the UI Foundation, its members or its property, such as theft or vandalism, will have their membership terminated upon examination of the evidence by the Board. The group reserves the right to prosecute any serious offenders.
- A board member may be removed from office by a 2/3 vote of those present at a monthly meeting. The board member in question will be given two weeks to provide evidence in his or her behalf before a vote is taken.
ARTICLE VII. MEETINGS
- The Board will meet at least once a year or as needed at a convenient time and place arranged by the president in consultation with the board. Each board member will have written notice two weeks in advance of the meeting. The following will be determined by a majority of the voting members of the Board:
- Approval of the agenda and meeting minutes
- Annual meeting time and location
- Friends business
- Any necessary appointments
- Fundraising efforts
- Expenditures and/or projects that require FUIO funding
- Upcoming group events
- Any member in good standing may attend the annual meeting. Ideally the annual meeting will coincide with an event at the Observatory.
- A quorum will consist of two of the three officers and 2/3 of the entire board. Board Members may participate in a meeting by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation in a meeting by such means constitutes presence in person at the meeting.
- Special meetings of the Board may be called at any time by the President and must be called by such officer on written request by two Board Members. Such request will state the purpose or purposes for which the meeting is to be called. Each special meeting of the Board will be held at a time and place determined by the Board Member calling the meeting and specified in the notice of the meeting.
- Voting by proxy is not permitted.
- The order of business and all other matters of procedure at all meetings of the Board Members insofar as possible shall be conducted in accordance with Robert’s Rules of Order.
- Except as otherwise provided by law or these By-Laws, the vote of a majority of the Board Members present will decide any question that may come before the meeting. A majority of the Board Members present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.
- Any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Board Members consent in writing, including by email correspondence to all the Members of the Board, to the adoption of a resolution authorizing the action. The resolution and the written consents will be filed with the minutes of the proceedings of the Board.
ARTICLE VIII. THE TREASURY
- All funds will be maintained by the UI Foundation in account 340897 in the name of the “Friends of the University of Illinois Observatory.”
- A treasurer's report will be given at the annual meeting and published in the e-newsletter.
- A Memorandum of Understand exists between the FUIO group and the University of Illinois Astronomy Department stating that funds raised by FUIO will go towards observatory projects.
ARTICLE IX. BY-LAW AMENDMENTS
Amendments and additions to this document may be conducted by the following procedure:
- A sponsor of an amendment will forward the idea to the secretary, who will present it to the Board of Directors. Only members of FUIO may be sponsors.
- The amendment will be read at the next meeting and published in the e-newsletter. Amendments are to be published two months before a general meeting and acknowledged by the general membership.
- The amendment will be voted on at the following meeting, a 2/3 vote of the members being required to pass the motion.
ARTICLE X. MISCELLANEOUS
The organization will make every effort to publish an e-newsletter twice a year to be received by each paying membership.
- Anyone may contribute to the e-newsletter provided the article is legible, in good taste, of astronomical interest, and is received by published deadline.
- From time to time, the Board may designate as Special Advisors a chosen number of outstanding persons from the community who are interested in the objectives of the Friends group to assist the Organization in its operations or purpose. Selection as a Special Advisor will not confer upon those selected any right to vote or to participate in the management of the Friends, nor any liability with respect thereto.
- The Board, by resolution or resolutions adopted by a majority of the entire Board, may designate one or more Committees. Committees serve at the pleasure of the Board and to the extent provided in the resolution establishing the Committee. The Chair of a Committee must be a Board Member. The majority of the specific Committees must be Members of the Friends group. Special advisors with appropriate expertise consistent with the goals of the committee can be included but need to be approved by the Board. No Committee may obligate the Friends in any manner without the approval of the Board. The President of the Board, in consultation with the Board and the respective Chair of the Committees, shall appoint the other Members of each Committee.
Duly sworn and enacted by the powers vested in the Board of Directors of the Friends of the University of Illinois Observatory, December 5, 2011 (amended March, 2012):
Board of directors:
You-Hua Chu, Prof. of Astronomy, Univ. of Illinois - UI faculty rep
Margaret Gelman, Pres., UI Astro Society - UIAS Rep
Dave Leake, Director, Staerkel Planetarium - At-large member
Steve Licata, Jet Propulsion Lab, CA - At-large member
Michael McCann, Vice President, Chase Bank, AZ - At-large member
Ed Murphy, Assoc. Professor, Univ of Virginia, VA - At-large member
Michael Svec, Assoc. Professor, Furman Univ, SC - At-large member
Interested parties (non-voting):
Bryan Dunne, Asst. Chair, UI Astronomy Dept.
Charles Gammie, Chair, UI Astronomy Dept
Patrick Hayes, LAS Development Office