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Constitution of the NASA Academy Alumni Association

Article I. Name, Purpose, and Composition

Section 1 Name

The name of the Corporation shall be the NASA Academy Alumni Association, Inc., henceforth referred to as the "NAAA."

Section 2 Purpose

The NAAA is the official alumni organization of the NASA Academy. The mission of the NASA Academy Alumni Association is to serve the past and present members of the NASA Academy by promoting communications, fellowship, camaraderie, and an esprit de corps among and between all Alumni. Additionally, the NAAA seeks to provide a mechanism to facilitate Alumni participation in programs and projects, both internal and external to the NAAA, that promote NASA and space education, and that communicate the excitement of space exploration and development to the general populace.

Section 3 Composition

The NAAA shall be composed of Members (alumni of the NASA Academy), Associate Members, Honorary Members, the Executive Council, and the Board of Advisors.

Section 4

The NAAA is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 5

No substantial part of the activities of the NAAA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the NAAA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the NAAA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article II. Structure

Section 1 Organization

For the purposes of administering its affairs and serving the needs of the membership, the NAAA shall be organized on a national basis. The principal office of the NAAA is to be located in the city of Greenbelt, in the state of Maryland, Prince George's County.

Section 2 Membership

Section 2.1 Members

The NAAA membership body (Members) shall be comprised of graduates of the NASA Academy. All Research Associates automatically become eligible for membership upon completion of the NASA Academy. Eligible individuals shall become Members, with all of the rights and privileges granted therein, upon submission of a registration form, as defined in the bylaws. Members shall be required to periodically complete a membership registration form in order to renew their status as an active Member.

Section 2.2 Associate Members

NASA Academy Staff shall be entitled to become Associate Members in the NAAA.

Section 2.3 Honorary Members

Honorary Members shall be persons of distinction associated with the NASA Academy and shall be elected by the Executive Council.

Section 2.4 Privileges of Members

  1. Members shall have the right to vote and to run for office. Associate Members and Honorary Members shall not have the right to vote or run for office.
  2. Basic control of the NAAA resides with the Members and shall be manifested through the election of Officers to the Executive Council, through approval or disapproval of amendments to this constitution, and through approval or disapproval of other issues brought before the Members.
  3. Members shall be regularly appraised of the activities of the Executive Council and can individually bring issues to the attention of the Executive Council.

Section 2.5 Member Responsibility

The Members are responsible for guiding the actions of the Executive Council, and ultimately for ensuring that the mission of the NAAA is achieved.

Section 3 Executive Council

Section 3.1 Composition and Purpose

The purpose of the Executive Council is to provide the leadership and overall direction of the efforts, affairs, and operations in support of the mission of the NAAA. The Executive Council shall be composed of Members elected to the following offices:
  1. President
  2. Vice President of Operations
  3. Vice President of Finance

Each of the Executive Officers has one vote on the Executive Council. The powers and duties of each of these permanent positions shall be delineated in the bylaws.

Section 3.2 Appointed Positions

Additional Members may be appointed by the Executive Council as Directors of Special Projects. These are neither voting nor permanent positions, but sit on the Executive Council ex officio. Old appointed positions and appointees must be voted upon by the new Executive Council each year. Appointees and their positions may be terminated at any time by a unanimous vote of the Executive Council.

Section 3.3 Election of the Executive Council

Only Members may declare their candidacy. Voting procedures are detailed in the bylaws. In the event of a resignation, a special election shall be held as outlined in bylaws. Duration of term shall be one year. No term limits shall be imposed on elected officers.

Section 3.4 Responsibilities of the Executive Council

  1. The Executive Council is charged with the responsibility of protecting the reputation and image of the NAAA. This may include disallowing the use of the NAAA's name for certain activities.
  2. The Executive Officers have the duty of originating, organizing, and completing (or terminating) any project or initiative.
  3. A majority of the Executive Council is required for approval of administrative decisions. Certain administrative decisions shall require a unanimous vote of the Executive Council, as specified in this constitution.
  4. It is the responsibility of the Executive Council to act in the interests of the Members and in support of the Mission of the NAAA.
  5. The Executive Council is not allowed to engage in deficit spending.

Section 4 Board of Advisors

Section 4.1 Purpose

The purpose of the Board of Advisors is to help the NAAA achieve its mission, by providing continuity, support, and guidance for the Executive Council.

Section 4.2 Composition and Appointment

The Board of Advisors shall be composed of distinguished individuals who have an interest in supporting the NASA Academy and the goals of the NAAA. Appointment of individuals to the Board of Advisors shall be made by the Executive Council. Upon receipt of that individual's signed agreement, the Board Member shall begin serving his/her term. This term may be renewed upon agreement of the Board Member and the Executive Council. Contact with potential Advisors shall be established by the Executive Council.

Section 4.3 Terms of Advisors

The term of a member of the Board of Advisors shall be three years, from the time of the general election. In the event that a Board Member's term begins before the time of the general election, that Board Member will serve a term equal to three years plus that additional time.

Section 4.4 Rights of Advisors

Advisors may attend all meetings and activities of the NAAA and may attend the meetings of the Executive Council. The advisors shall receive an annual written report from the Executive Council.

ARTICLE III. Treasury

Section 1

The NAAA's funds shall be kept between a checking and savings account at a federally insured financial institution. The funds shall be disbursed as deemed necessary by the Executive Council. All disbursement checks must be signed by the Vice President for Finance and one other member of the Executive Council.

Section 2

No part of the net earnings of the NAAA shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons, except that the NAAA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article One, Section 4 hereof.

ARTICLE IV. Affiliations

Section 1 Executive Council Authority

The Executive Council has the authority to propose contracts of affiliation between NAAA and public or private organizations.

Section 2 Binding of NAAA

These contracts, upon ratification by a 2/3 majority of the Members of NAAA, shall become binding upon NAAA according to the terms contained therein. No group affiliates of NAAA shall have authority in the policy or administration of NAAA.

Section 3 Renewal of contracts

Upon expiration, these contracts may be renewed by a 2/3 majority vote of the NAAA Members, if the outside organization so desires.

Section 4 Termination of Contracts

These contracts can be terminated at any time by a 2/3 majority vote of the NAAA Members.

ARTICLE V. Bylaws

Section 1 Purpose

The bylaws are established for the purposes of governing the operations and administration of the NAAA. They are designed to govern the activities that are primarily the concern of the Executive Council.

Section 2 Authority invested in the bylaws

The bylaws are hereby considered a part of the constitution and do thereby have the same weight of law as the constitution. If there is a conflict between the bylaws and the constitution proper, the portion belonging to the constitution proper has precedence.

Section 3 Enactment/revision of bylaws

Any new bylaw, or change to the existing bylaws, must be approved by a vote of the Executive Council. The Membership may override any action concerning the bylaws by a 2/3 vote.

ARTICLE VI. Dissolution

Upon the dissolution of the NAAA, assets shall be distributed to benefit the NASA Academy Program in a manner consistent with exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the NAAA is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VII. Amendments

Amendments to this Constitution shall be accomplished by ballot of the Members. Amendments may be proposed by the Executive Council or by a petition signed by a minimum of 1/4 of the NAAA Members. A proposed constitutional amendment shall be adopted if it receives a favorable vote of 2/3 of all votes cast, provided the number of votes cast is at least 1/2 of the number of qualified voters. If adopted, the amendment shall take effect at such time as specified in the ballot.

ARTICLE VIII. Definitions

  1. Rules of Procedure. The Rules of Procedure for the NAAA Executive Council shall be Robert's Rules of Order, Revised, except where they are in conflict with the NAAA Constitution, in which case the constitution takes precedence.
  2. Majority. Greater than fifty percent of the votes cast.
  3. Two-thirds majority. Greater than or equal to two-thirds of the votes cast.
  4. Simple majority. If quorum is met, measure passes if majority of the yea and the nay votes are in favor.
  5. Simple two-thirds majority. If quorum is met, measure passes if two-thirds of the yea and nay votes are in favor.