ISU USA Bylaws

INTERNATIONAL SPACE UNIVERSITY UNITED STATES ALUMNI ASSOCIATION (ISU*USA) BYLAWS

ARTICLE I: NAME

The name of this organization is the "International Space University United States Alumni Association," hereinafter referred to as the "ISU*USA" or as the "Association."

ARTICLE II: ADDRESS

The principal address of the Association shall be P.O Box 841, Alexandria, VA 22313-9998, USA. The Association may have other such addresses, either within or outside the United States of America, as the Board of Directors may determine or as affairs of the Association may require from time to time.

ARTICLE III: PURPOSE

The ISU*USA is founded exclusively for charitable and educational purposes, specifically to advance the interests and promote the welfare of alumni of the International Space University (ISU) who are U.S. citizens or living in the U.S. Specific objectives are:

  • To promote professional, academic and social linkages among ISU alumni, in particular those holding U.S. citizenship or residency, those residing in the United States of America and those residing in regions which do not have an alumni organization but wish be a member of such an organization;
  • To represent ISU*USA Members when dealing with the ISU and its various institutions;
  • To assist the ISU in carrying out its obligations to alumni, students, faculty and staff;
  • To encourage alumni to assist in providing support for the ISU and its mission, to geographic alumni regions and for all alumni activities worldwide;
  • To advance and promote space education and research in the U.S.;
  • To support the ISU's goal of academic excellence;
  • To organize various activities and to act in such a way as to fulfill the above objectives to the mutual benefit of the ISU and the Membership of the ISU*USA.

ARTICLE IV: MEMBERS

SECTION 1. DEFINITION OF MEMBERS

Members of ISU*USA are considered to be either:

a) All alumni who

1) have successfully completed either the Summer Session Program (SSP) or the Master of Space Studies (MSS) program

AND

2) are either U.S. citizens, foreign nationals living in the U.S., or otherwise not covered by membership in another regional alumni organization of ISU;

OR

b) Any faculty and staff of ISU (present and former) who either are U.S. citizens or reside in the U.S.

SECTION 2. DUES

Dues are not required for membership in ISU*USA. However, a nominal donation is requested annually to cover the cost of postage, mailings, announcements, maintenance of web server, etc.

SECTION 3. MEMBERSHIP REGISTRATION

It is the responsibility of all Members to register with ISU*USA and provide accurate and current coordinate information, such as street address of residence and/or work, phone and fax numbers, and email address. Members shall also provide their relationship to ISU, such as SSP year, MSS class, faculty or staff. Membership registration can occur at any time throughout the year, including during any election in progress. It is vitally important to register as only properly registered Members will receive any newsletters and mailings and notification of meetings. Moreover, only votes of registered Members will be counted in elections. See also Article V, Section 5.

Registration information will be kept strictly confidential and shall be used solely for the purpose of communicating with Members.

Members are requested to update their coordinate information on a periodic basis as needed, or at least annually.

Registration information shall be provided to the Vice President or President, per whatever means as established by the Board of Directors.

SECTION 4. MEMBERS IN GOOD STANDING

Members in good standing shall be considered all those Members who have registered and provided the Association with current and accurate coordinate information as described above.

ARTICLE V: MEETINGS

SECTION 1. GENERAL MEETING OF MEMBERS

A General Meeting of Members shall be held at times and locations as determined by the Board of Directors. It is intended that at least one General Meeting of Members be held annually. The Board of Directors may resolve that a particular meeting of Members be held outside the U.S.

The Board of Directors shall set the agenda of each General Meeting of Members. The items to be discussed shall in general include, but not be limited to: the minutes of the previous meeting of Members, new or amended by-laws as voted by a majority of the Board of Directors, the budget for the Association, reports of the Association's activities by the officers or other alumni, and other items of interest.

Members shall submit in writing to the President or Vice President any specific items of interest they request to be added to the agenda in advance of the scheduled meeting.

SECTION 2. SPECIAL GENERAL MEETINGS

Special general meetings of Members may be called at any time by resolution of the Board of Directors. The Board of Directors shall set the agenda of each special general meeting of Members.

Special general meetings may also be called by requisition signed by a two-thirds (2/3) majority of the Members. Any such resolution of requisition shall specify the purpose for which the meeting is to be called.

SECTION 3. VOTING

At all meetings of the Association, consensus on decisions requiring voting shall be determined by a simple majority of votes of Members in good standing unless otherwise specifically provided by statute or by these By-Laws. Members in good standing may vote by written proxy in the manner and to the extent authorized by the proxy. Each Member in good standing of the Association shall have the right to exercise one vote. Voting shall proceed with a show of hands, unless a ballot is requested by a Member in good standing present at the meeting at which the vote takes place. Consensus on a topic shall be considered reached by a simple majority of votes.

SECTION 4. NOTICE OF MEETINGS OF MEMBERS

Notice of the time and place for holding any General or special Meeting of Members shall be given by sending notice, which shall include the agenda for the meeting as well as the minutes of the last meeting, not less than fourteen (14) days before the date of the meeting. The notice of meeting shall be sent via electronic mail, post, fax and/or telex, as appropriate and as determined by the Board of Directors, to the latest respective addresses of Members as provided by the Members upon registration and shown on the books of the Association. Irregularities in the notice or in the giving thereof as well as the accidental omission to give notice of any meeting to, or the non-receipt of any notice by any of the Members, shall not invalidate any action taken by or at any meeting.

SECTION 5. MEMBERS RESPONSIBLE FOR FURNISHING CONTACT INFORMATION

All Members shall furnish to the Association appropriate contact information to which all notices intended for the Member shall be sent. Members are solely responsible for providing current and accurate contact information in a timely fashion to the Vice President or President. If a Member has not informed the Association of his/her accurate contact information, any notice may be addressed to him at any other address of the Member appearing on the books of the Association at that time, and due notice it shall be considered to have been given.

SECTION 6. PRESIDING OFFICER

All meetings of Members shall be presided by the President of the Association or, in his/her absence, by another elected officer of the Board of Directors, as designated by the President. A decision by the presiding officer on matters of procedure shall be final.

ARTICLE VI: BOARD OF DIRECTORS—COMPOSITION AND RESPONSIBILITIES

SECTION 1. ELECTED OFFICERS

The Association's Board of Directors shall at a minimum consist of five elected officers.

a) PRESIDENT--The President shall serve as the Association's primary liaison to ISU Headquarters and shall represent the Association in all manners and shall be responsible for establishing and preserving contacts between ISU*USA, ISU, other regional alumni organizations, and other groups. He/she shall preside at all meetings of both the Members of the Association and the Board of Directors. If he/she cannot attend any said meeting, he/she shall designate the Vice President or an alternate presiding officer from among the other elected officers of the Board of Directors. He/she shall have the general and active management of the affairs of the Association. He/she shall see that all orders and resolutions of the Board of Directors are carried into effect. He/she shall be authorized to sign checks issued by the Association. He/she shall also perform such other duties as may be directed from time to time by the Board of Directors.

b) VICE PRESIDENT--The Vice President shall be responsible for the giving and service of all notices of the Association, keeping the minutes of all meetings of Members and of the Board of Directors, updating the membership list, distributing copies to the Board of Directors and general Members as requested and overseeing all elections. He/she shall be in charge of the records of the Association including books containing contact information of the Members and the directors of the Association, together with copies of all reports made by the Association, and such other books and papers as the Board of Directors may direct. He/she shall be responsible for the keeping and filing of all books, reports, and other documents required by law to be kept and filed by the Association and not required to be kept by some other officer or agent of the Association. He/she shall be authorized to sign checks issued by the Association. He/she shall also perform such other duties as may be directed from time to time by the President or Board of Directors.

c) TREASURER--The Treasurer shall have the custody of the funds of the Association and shall keep a full and accurate account of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association, and shall deposit all monies, securities, and other valuable effects in the name and to the credit of the Association, in such chartered bank or trust company or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He/she shall disburse the funds of the Association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Association. He/she shall be authorized to sign checks issued by the Association. He/she shall also perform such other duties as may be directed from time to time by the President or Board of Directors.

d) DIRECTOR FOR INFORMATION TECHNOLOGIES AND COMMUNICATIONS--The Director for Information Technologies and Communications shall be responsible for the development and maintenance of the Association's web site, a main instrument in the communication among Members and publicity of the Association and communication to Members of the Association's activities. He/she shall also perform such other duties as may be directed from time to time by the President or Board of Directors.

e) DIRECTOR FOR DEVELOPMENT--The Director for Development shall be responsible for developing and directing the fundraising plans of the Association. He/she shall serve as the primary liaison of the Association to the U.S. Foundation for ISU and coordinate fundraising and scholarship activities of the two organizations. The Director for Development shall also serve as a chief organizer of recruitment efforts of Members. He/she shall also perform such other duties as may be directed from time to time by the President or Board of Directors.

All officers shall be empowered to establish ad hoc committees of active alumni to assist in the furtherance of their duties and activities. In this regard, Members should contact the President or relevant officers to become involved in activities of interest.

The term of office for all positions shall be two (2) calendar years, starting on January 1st of the first year.

Removal of an officer shall be by a two-thirds (2/3) majority vote of the Board of Directors.

Elections shall be conducted as per Article VII. Vacancies between elections are to be filled by sending a call to the general Membership for self-nominations, followed by a majority vote of the Board of Directors.

No Officer shall receive any remuneration but may be reimbursed for reasonable expenses incurred in furthering the purposes of the Association, upon agreement of the Board of Directors.

SECTION 2. NON-ELECTED AT-LARGE REPRESENTATIVES

In addition to the elected Officers, the Board of Directors may include At-Large Representatives. These are non-voting positions and are not required for quorum or consensus at meetings of the Board of Directors.

At-Large Representatives shall be appointed at the discretion of the Board

a) from among the nominations provided as per Article VII, and

b) based on a nominee's involvement in alumni activities, such as the coordination of regional and/or class alumni activities, coordination of regional conferences, development of the alumni scholarship, publication of a newsletter, creation of a speakers bureau, etc.

The term of service for all At-Large Representatives shall be one (1) calendar year on a rolling admissions basis.

Appointments shall be conducted as per Article VII.

No At-Large Representative shall receive any remuneration.

SECTION 3. MEETINGS OF THE BOARD

Regular meetings of the Board of Directors shall be held at least twice a year at such times and places, in person or by teleconference, as decided by a majority of the Board of Directors. Minutes of Board of Directors meetings shall be disseminated to all Members.

SECTION 4. QUORUM AND CONSENSUS

Two-thirds (2/3) of the Board of Directors must be present either in person or via teleconference for quorum. If quorum cannot be reached, the congregated officers may continue to meet and discuss issues ad hoc, but no decisions can be reached at such ad hoc meeting. Decisions shall be made by a simple majority vote. Votes involving financial decisions and authorizations to commit the Association financially shall be conducted as per Article VIII, Section 1 of these By-Laws.

ARTICLE VII: BOARD OF DIRECTORS—NOMINATIONS, ELECTIONS AND APPOINTMENTS

SECTION 1. ELECTION OF BOARD OFFICERS

Elections shall be conducted once every two years. The Vice President shall oversee the election process and/or assign an election committee to manage the balloting process. Nominations for elected office shall be communicated to the Board due by October 15 of each election year, with elections to be held by November 30. A majority of votes cast by the Membership responding by ballot shall constitute an election, with results calculated by a simple majority.

Vacancies between elections are to be filled by sending a call to the general Membership for self-nominations, followed by a majority vote of the Board of Directors.

SECTION 2. APPOINTMENT OF AT-LARGE REPRESENTATIVES

Appointments shall be made at any time throughout the year, to ensure involvement of new alumni classes and active alumni. Nominations and self-nominations for At-Large Representatives shall be communicated to the Board of Directors, which shall vote on these appointments, with a simple majority providing consensus.

SECTION 3. NOTICE OF RESULTS

Members shall be informed of election results for all elected Board positions by December 15 of each election year. Members shall be notified of all appointments of At-Large representatives at such time as appointments are made.

ARTICLE VIII: CONTRACTS, CHECKS, DEPOSITS, FUNDS AND ACCOUNTS

SECTION 1. FINANCIAL DECISIONS

Decisions to spend funds deposited with the Association or to commit the Association financially shall be made by simple majority vote of the elected officers of the Board of Directors. The Board of Directors shall receive adequate advance notice (i.e., at least seven [7] days) that a vote involving finances will occur. If a Board member cannot attend a meeting (in person or via teleconference) at which the vote will take place, he/she may communicate his/her vote directly to the President or Vice President.

SECTION 2. AUTHORIZATION TO COMMIT FINANCIALLY

The Board of Directors may authorize by simple majority vote any director(s), officer(s), or agent(s) of the Association, in addition to officers so authorized by these By-Laws, to enter into contracts or execute and deliver instruments in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. All such authorizations greater than five hundred dollars ($500) shall be documented in writing in the Association records.

SECTION 3. SIGNATURE OF FINANCIAL INSTRUMENTS

Checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by officer(s) or agent(s) of the Association authorized to do so per these By-Laws and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination, such instruments shall be signed by the President, Vice President or Treasurer.

SECTION 4. DEPOSIT OF FUNDS

Funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may elect.

SECTION 5. ALUMNI ASSOCIATION ENDOWMENT FUND

There shall be established and maintained by the Treasurer a special fund to be known as the Alumni Association Endowment Fund. In the Alumni Association Endowment Fund shall be deposited:

a) All contributions and bequests restricted to the Alumni Association Endowment Fund.

b) Such other funds as the full alumni Membership of the Association may from time to time direct.

Expenditures of the income from the Alumni Association Endowment Fund will be at the sole discretion of the Board of Directors.

This fund may be deposited in such banks, trust companies or other depositories as the Board of Directors may select.

The fiscal accounting period of the Alumni Association Endowment Fund shall coincide with that of the Association.

ARTICLE IX: FISCAL YEAR

SECTION 1. DESIGNATION OF FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.

SECTION 2. TREASURER ACCOUNTS

The accounts of the Treasurer shall be in accordance with the fiscal year of the Association and at the discretion of the Board of Directors may be by a committee of three (3) Members appointed by the President, with the approval of the Board, or by an independent public accounting firm.

ARTICLE X: DISSOLUTION

In the event of dissolution of the Association, voluntary or otherwise, any monies, securities, or properties of whatsoever nature or kind remaining after the discharge of all indebtedness of the Association shall be distributed to and inure to the benefit of the International Space University.

ARTICLE XI: AMENDMENTS TO BYLAWS

These Bylaws may be amended by a majority of the Board of Directors at any regular meeting or at any special meeting, if at least seven (7) days written notice is provided to the Membership at large.

Adopted September 1989

Amended March 1993, Fall 1995, February 1999, September 2000