Constitution and By-Laws
of the
Southeastern Planetarium Association, Inc.

(Updated August 26, 2022)

STATEMENT OF PURPOSE

  1. To promote the spread of knowledge of astronomy and related disciplines in the school curriculum and among the general public at all levels of age and interest.
  2. To encourage planetarium and educational institutions in planning and development of the planetarium as an effective educational and cultural medium.
  3. To seek to improve professional standards among our members, and to provide assistance to those wishing to improve their knowledge and skills in this field.

STATEMENT OF METHODS

  1. To provide a forum for the exchange of ideas at an Annual Conference to be held at a convenient location.
  2. To issue periodic journals dealing with current ideas and issues within our profession.
  3. To provide information and encouragement to those interested in establishing new planetariums.

RATIFICATION

This document was ratified by a majority of members of the Southeastern Association on the 9th day of June 1977 in Atlanta, Georgia.

BY-LAWS

ARTICLE ONE – Name of Association, Situation of Offices, and Seal

  1. Name: Southeastern Planetarium Association, Inc. (SEPA). Our name shall hereafter be called the “Association.”
  2. The Association shall be a nonprofit organization.
  3. Situation of Offices: The head office of the Association shall be the T. C. Hooper Planetarium, Roper Mountain Science Center, 402 Roper Mountain Road, Greenville, South Carolina 29615 and any other Offices designated by the President.
  4. Seal or Insignia: The President, President-Elect, Secretary-Treasurer, or other such officer of the Association as the Council may appoint, shall have the authority to affix the Seal of the Association to any document requiring the same.

ARTICLE TWO – Members and Dues

  1. Conditions of Membership: The members of the association shall consist of:
    1. Full Membership may be extended to all individuals interested in and supportive of the purposes and activities of the Association who reside in Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia, District of Columbia or all US Territories off the southeastern coast of the US.
    2. Associate Membership may be granted to those persons interested in the aims of the Association but who do not reside within the SEPA region.
    3. Supporting Membership may be granted to institutions, businesses, benefactors, or other groups whose support is beneficial to the Association.
    4. Emeritus Membership may be extended to persons no longer active in the planetarium field in recognition of contributions made to the Association. Emeritus Members are not required to pay annual dues.
  1. Election of Members: Applications for all classes of membership shall be subject to approval by the Council. The Council shall review the membership roll annually and shall exclude institutions or individuals which no longer meet the requirements of membership or support the purposes and activities of the Association.
  2. Dues: Annual and biennial dues shall be an amount determined by a majority vote of the membership at the Annual Business Meeting.
  3. Privileges of Membership: All members shall be entitled to all benefits of the Association, but only those individuals described in paragraph A of §1 shall be entitled to vote, to hold office, or serve on a committee.
  4. Use of Funds: All dues and monies received by the Association shall be used to accomplish the statement of purpose and methods as set forth herein.
  5. Dissolution: In the event of dissolution, the residual assets of the Association shall be turned over to an organization which is exempt from federal income tax under §501 of the Federal Internal Revenue Code as amended from time to time, which organization appears most likely to carry out the purposes of the Association.

ARTICLE THREE – The Executive Council of the Association

  1. Executive Council, referred to as “Council” throughout these By-laws.
    1. Councilors: The Council shall consist of the President, President-Elect, Secretary, Treasurer, and Past President (hereinafter referred to as the “Officers”).
    2. All Officers of the Association shall be elected for a two-year term ending on the 31st of December of even numbered years. The President-Elect, however, shall serve as President for the following two years, and the President shall serve as Past President for the following two years.
    3. No Officer, except the Secretary and Treasurer are eligible for reelection to the same position for a consecutive term. No one may serve more than 3 consecutive terms as the Secretary or Treasurer. An individual who has already served on council may serve again after 2 (two) election cycles have passed.
    4. The affairs of the Association shall be managed by the Council, who shall exercise all such powers of the Association not delegated to the Annual Business Meeting.
    5. The Council shall have the power to authorize expenditures on behalf of the Association from time to time.
    6. An Officer must vacate the office held if, because of a change in status, he/she is no longer eligible to be a voting member of the Association. Except where otherwise covered in the By-Laws, vacancies on the Council shall be filled by a vote of the Council.
    7. In preparing a slate of officers, the Nominating Committee shall insure that at least two planetariums/organizations are represented. Nominees must have been a member of the association with full benefits for a minimum of 4 years.
    8. Meetings and Notices
      1. During the Annual Conference, but prior to the Annual Business Meeting, there shall be a meeting of Council provided they shall constitute a quorum, without further notice, for the purpose of transacting such business as may come before the Council.
      2. Meetings of the Council shall be called by the President at his/her discretion, or by written request of two Council members. Meetings may be held by telephone, through the mail, email, fax, or other common electronic means if all Council Members are polled on each issue.
      3. A Quorum of Council shall be three members, one of whom must be the President or President-Elect.
      4. Questions arising at any meeting of the Council shall be decided by a majority vote of those present.
    9. Remuneration of Council Members: Members of the Council as such, shall not receive salary for their services.
  1. President: The President shall preside at all meetings of the Association and of the Council and shall have the second or casting vote in the event of a tie vote upon any resolution. The President shall, jointly with the Secretary, sign all written contracts made in the name of the Association.
  2. President-Elect: The President-Elect shall in the absence or demise of the President, perform the duties of President, and when so acting, shall have all the powers and be subject to all responsibility hereby given to or imposed upon the President.
  3. Secretary
    1. The Secretary shall attend to and record the minutes of all proceedings of the Association and Council, shall give and service all notices of the Association and Council and shall be the custodian of all records.
    2. The Secretary shall be the Custodian of the Seal of the Association.
    3. The Secretary shall be responsible for keeping an accurate record of the membership of the Association.
  4. Treasurer
    1. The Treasurer shall be responsible for the proper keeping of the books of account and such other records as may be prescribed by law and as may be required by Council; Shall deposit any funds of the Association in a bank or banks approved by the Council, and shall not invest them without due authorization by the Council.
    2. The Treasurer shall, in advance of the Annual Business Meeting, provide a complete statement of accounts for the perusal and approval of the Members of the Association.
    3. The Treasurer shall be responsible for the Association’s tax filings, 501(c)3 status and incorporation status.

ARTICLE FOUR: Annual Business Meeting

  1. The Annual Business Meeting of the Members of the Association shall be held at such place and at such time as may be fixed from time to time by resolution of the Council; to receive the Annual report of the Council and reports of the Secretary and Treasurer; to sanction, if approved, decisions and actions of the Council since the preceding Annual Business Meeting; to elect members of the Council; to consider, and, if deemed fit, to sanction and confirm the repeal, amendment, or reenactment of any by-laws; and to transact such other business as may properly come before the Annual Business Meeting.
  2. Notice of the Annual Business Meeting: At least thirty days notice in writing of any Annual Business Meeting, specifying the place, the date and the hour of the meeting, and in the case of special business, the general nature of such business, shall be given to the Members, but the non-receipt of such notice by any Member shall not invalidate the proceedings at any Annual Business Meeting.
  3. Quorum and Voting
    1. Quorum: The presence in person, whether physically or virtually via a live internet connection, of one-fourth of the voting Members shall be necessary to constitute a quorum at an Annual Business Meeting.
    2. Voting
      1. Each Member is entitled to one vote, subject to Article Two, §4, to be cast electronically in the case of an election and in person, whether physically or virtually via a live internet connection, otherwise.
      2. The election of Members of the Council shall be conducted electronically through a secure online voting application within two weeks of the Annual Business Meeting.
      3. A simple majority of the votes cast by Members in good standing shall constitute a decision of the membership of the Association, except where the vote or consent of a specific proportion of the members is required by the By-Laws or Parliamentary Authority.
  4. Parliamentary Authority: The current edition of The Standard Code of Parliamentary Procedure, when not in conflict with these By-Laws or adopted rules of the Association, shall govern this organization in all parliamentary situations. The interpretation of the By-Laws, adopted rules, and The Standard Code of Parliamentary Procedure, shall be the responsibility of Council, and its decision shall be final.

ARTICLE FIVE – Fiscal Year, Accounts, and Audit

  1. Fiscal Year: The Fiscal Year of the Association shall end on December 31.
  2. Accounts: The Council shall cause to be kept proper books of account with respect to:
    1. All sums of money received, donated or expended by the Association and the particulars in respect of which the receipts and expenditures take place.
    2. All sales and purchases by the Association.
    3. The assets and liabilities of the Association.
    4. All other transactions affecting the financial position of the Association.
  1. Audit: At the end of each fiscal year the accounts of the Association shall be examined. If deemed necessary by the Council, the correctness of such accounts and of the balance sheet shall be certified by an auditor approved by the Council. Such accounts shall be presented to the Annual Business Meeting of the Association for scrutiny and approval.
  2. All the necessary tax returns; corporate forms and any other necessary returns or information shall be filed in their proper and respective places.

ARTICLE SIX – Contracts, Checks, Drafts, and Bank Accounts

  1. Contracts: Any and all deeds, documents, investments, and writings signed for and on behalf of and in the name of the Association by the President or President-Elect and Secretary or Treasurer with the authorization of the Council, shall be binding upon the Association. Save as aforesaid or as otherwise stipulated in the By-Laws, no Officer, agent, or Member shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit.
  2. Checks and Drafts: All checks, bills of exchange, or other orders for the payment of money, notes or other evidences of indebtedness issued, accepted or endorsed in the name of the Association shall be signed by the Treasurer. Only the Treasurer or Council Member approved by the President may arrange, settle, and balance all books and accounts between the Association and its bankers and may receive all paid checks and vouchers and sign all the bankʼs forms of settlement of balances and release or verification slips.
  3. Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or trust companies as the Council may approve.

ARTICLE SEVEN – Committees

  1. Authority:
    1. Council may establish such committees from time to time as may be required to carry out the work of the Association. These Committees shall be dissolved upon the completion of their work or when dissolved by Council.
    2. The duties of the Committees shall be established by Council.
    3. Council shall have the authority to appoint or replace a Committee Chair from the membership. It will be the responsibility of the Committee Chair to recruit other committee members and facilitate committee activities.
    4. All Chairs and members of all Committees must be Full Members of the Association in good standing.
  2. Terms:
    1. All active Committees and their membership shall be reviewed at the end of the Annual Business Meeting.
    2. It shall be the duty of Council to either extend a Committee’s service into the next term or dissolve the Committee when deemed no longer required or relevant.
    3. Committee members may not serve on the same committee for consecutive terms, unless the work on the committee has not been completed.

ARTICLE EIGHT – Amendment

These By-Laws may be amended by a two-thirds vote of the voting members present at an Annual Business Meeting, if the proposed amendment has been sent by either mail, e-mail, fax or other electronic means to every member at least sixty days prior to the meeting at which it is to be voted upon.

ADDENDUM

In addition to the annual dues for full membership, there will be a two-year full membership option that will provide a 20% discount over the term of the membership. This option with the discount will not apply to any of the other membership options such as associate or supporting.

SEPA By-Laws
Amended August 26, 2022
Southeastern Planetarium Association