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 Organization
NAAA
Organization Constitution
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
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. 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. 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:
- President
- Vice President
of Operations
- 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
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.
The Executive Officers have the duty of originating, organizing, and
completing (or terminating) any project or initiative.
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.
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.
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
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.
Majority
Greater than fifty percent of the votes cast.
Two-thirds majority
Greater than or equal to two-thirds of the votes cast.
Simple majority
If quorum is met, measure passes if majority of the yea and the nay
votes are in favor.
Simple two-thirds
majority
If quorum is met, measure passes if two-thirds of the yea and nay votes
are in favor.
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