- Bylaws -
Rittenhouse Astronomical Society
Established 1888
A Non-Profit Corporation
Philadelphia, Pennsylvania
Approved Date: 19 MAR 2026
Article I: Vision & Mission
Section 1: The name of the organization shall be Rittenhouse Astronomical Society (RAS), hereinafter referred to as the “The Society”.
Section 2: The Society is organized for the purpose of promoting interest in astronomy and related sciences through educational programming.
Section 3: The Society is organized exclusively for educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Section 4: The vision of The Society is to be a premier provider of public astronomy education.
Article II: Membership
Section 1: The cost of annual dues is set annually by The Board. A membership year is determined by the date one joins for one calendar year.
Section 2: A member in good standing will consist of an individual who is currently up-to-date on membership dues. Benefits of a member in good standing consists of: privilege to join committees, access to a private, members only communication forum and invitation to special club events throughout the year.
Section 3: Honorary Members. The Society may provide an Honorary Membership to those who have made important contributions to the science of astronomy or to the welfare of RAS. Such members may be appointed upon the consent of The Board and this membership term may be permanent or limited.
Article III: Governing Structure
Section 1: The Board of Directors, or The Board, is responsible for the governance of Rittenhouse Astronomical Society. The Board consists of Officers and Members-at-large.
Section 2: Officers of The Board
a. President: The President shall preside at all meetings, oversee the affairs of The Society and have such duties and privileges as are customary to the office. The President shall schedule or direct the scheduling of facilities for Society use as well as negotiate Society related agreements and contracts.
b. Vice President: The Vice President shall assist The President, and in the absence of The President perform duties of that Office. The Vice President shall oversee the election process. In case the Secretary is absent, it is The Vice President’s duty to record the minutes of the board meeting.
c. Secretary: The Secretary shall keep all Society documents and attend to correspondences as required. The Secretary shall record minutes of all meetings of The Board and be responsible for all monthly meeting notices. If The Vice President is absent at an election meeting the Secretary shall oversee the voting process.
d. Treasurer: The Treasurer shall be the Chief Financial Officer of the Society; keeping accurate records of all transactions and reporting the financial status of the Society at Board meetings. The Treasurer shall be responsible for maintaining the operating budget of the Society and fulfilling its financial responsibilities.
Section 3: A member-at-large is appointed by the currently acting Board. A member-at-large is chosen based on their contributions financially and/or through service to the Society or to the Board. Minimum attendance is required at two Board Meetings during a calendar year. A member-at-large must actively participate in or provide support for RAS functions and uphold the integrity of non-profit activities. Members-at-large are required to respond to all communications in a timely manner.
Section 4: Each elected Officer shall serve for a term of two (2) years. There is no limit to the number of terms an Officer may serve in an elected office.
a. In the event of a vacancy of the Office of the President due to resignation, removal or any other reason the Vice President shall immediately assume the responsibilities of that Office, will serve as the President for the balance of the term.
b. In the event of vacancies in the Office of Vice President, Secretary or Treasurer for any reason, a qualified Director of the Society will be appointed by The Board. The appointee will serve the remainder of the term.
c. If any Officer is not performing, the Board, may by majority vote, dismiss the Officer prior to the end of their term.
Section 5: The Board must always maintain a minimum of five directors but shall not exceed 15 Directors.
Article IV: Executive Officers
Section 1: Executive Director
a. The Executive Director shall be appointed by the President, subject to the approval of The Board. The Executive Director shall serve at the pleasure of the President and may be removed or replaced at any time, with or without cause, by the President.
b. The Executive Director shall manage daily operations of The Society, including oversight of staff and volunteers.
c. The Executive Director is responsible for active reporting and communication with the Board.
d. If the executive director position is not salaried, the individual will be designated as a member-at-large and accorded voting privileges.
Section 2: Additional Officers
a. As The Society grows, additional officer positions will be determined by the Executive Director with approval from The Board.
b. Recruitment and hiring efforts will be organized by the Executive Director with any salaried officers approved by The Board.
c. If the officer is a member-at-large of The Board, they will be granted voting privileges.
d. At which point the officer transitions from volunteer to salaried employee, The officer forfeits all voting privileges regardless of member-at-large status.
Article V: Board Advisors
Section 1: Board Advisors, or The Advisors, shall serve in a non-voting, advisory capacity to The Board. Their primary purpose is to provide specialized knowledge, guidance, and recommendations to support The Board’s decision-making. While Advisors do not possess voting rights, they may offer counsel to voting members regarding proposed actions, policies, or initiatives.
Section 2: The Advisors shall be invited to attend most Board meetings. Attendance is optional unless The Board specifically requests the Advisor’s expertise for a particular meeting. The Advisors may participate in discussions and offer guidance but shall not possess voting rights.
Section 3: Appointment, Term, and Removal
a. The Advisors shall be nominated and approved by a majority vote of The Board and may begin their service at any time during the year.
b. To maintain their status, each Advisor must be renominated and reapproved annually in January.
c. An Advisor may be removed at any time by a majority vote of The Board.
Article VI: Voting
Section 1: The election of Officers and any other special elections are voted on by all Board members. All Board members regardless of position are entitled to one (1) vote.
Section 2: Nominations for Officer positions will be decided during the December Board meeting of an election year. The voting for Officers will take place during the subsequent March Board meeting. All other items requiring a vote will take place at regularly scheduled meetings as decided by The Board.
Section 3: In the event of a tie, another vote will be taken for that Office. If the vote remains a tie after the second ballot, the Vice President shall determine the election decision by lottery.
Section 4: Absentee votes must be submitted in writing (email or handwritten letter) to any Board Member prior to the voting session.
Section 5: A vote cannot be taken without a quorum which would consist a majority of the total Directors.
Section 6: The Board of Directors may, at its discretion, conduct votes on specific items outside of a formal meeting, using electronic mail (email) or other secure electronic means. The following procedures shall apply:
a. Any Officer or two (2) Board members may propose an item for virtual vote by circulating the proposal to all Board members via email.
b. The proposal must clearly state the item to be voted on, relevant background, and the deadline for responses (minimum 48 hours from distribution).
c. A virtual vote requires responses from a majority of the total Board members to be valid. If quorum is not reached by the deadline, the item shall be deferred to the next scheduled Board meeting.
d. Each Board member shall cast their vote by replying to the email thread. Votes must be clear and unambiguous (e.g., “Yes,” “No,” or “Abstain”).
e. The Secretary shall record the results of all virtual votes and include them in the minutes of the next Board meeting.
f. The President (or designee) shall certify the results and communicate the outcome to all Board members.
Article VII: Meetings
Section 1: Society Meetings shall be conducted on a regular basis as determined by The Board. The date of any meeting can be changed by The Board if necessary or by The President in special circumstances. Any outstanding business requiring notice to or action from The Board shall be the first item of business on the Meeting agenda.
Section 2: Board Meetings will be held quarterly or as determined as needed by The Board. In the event of a conflict with a scheduled Board Meeting, the date is subject to change.
Section 3: The President or any two (2) Members of The Board may call a special Board or Society Meeting to consider and act upon proposals. Additional meetings may be scheduled as needed throughout the year.
Section 4: The location of all official meetings shall be determined by the President. Meetings may be held in person, virtually, or in a hybrid format at the discretion of The Board. When meetings are held in person, attendance is strongly encouraged; however, a virtual dial-in option shall be provided when available to ensure accessibility for all members.
Article VIII: Committees
Section 1: The Board has the authority to appoint committees and committee leads to perform duties deemed necessary for the proper running of The Society. Committees shall provide The Board with a report of their activities at each Board Meeting. Any committee lead may request to be relieved of their duties by directing said request to The Board. Any committee individual may be relieved of their duties by directing said request to their committee lead.
Section 2: The Board will agree on designated committees and their leads prior to
Section 3: the first club meeting of the year. Committee leads will present and invite members in good standing to join a committee at the first club meeting in September.
Section 4: Committees can consist of any number of Members, one of which must be a member of The Board.
Section 5: Standing committees:
a. Historical
b. Observatory
c. Executive Committee
d. RAS Medal
e. RAS Scholarship Committee
f. Other committees as needed will be decided upon by The Board.
Article IX: Compensation
Section 1: Compensation arrangements for goods or services provided by Executive Officers, Directors, members, or independent contractors will be determined by the Treasurer and approved by the President. Fair market value for services will be determined based on similarly situated organizations for similar services.
Section 2: No compensation is given to any Officer or Director of the Board for their work in these capacities.
Section 3: Goods or services provided by a Board Member or any of the Members’ affiliates may be compensated with approval by the Board upon review of the Conflict of Interest Policy.
Article X: RAS Medal Award
Section 1: The Society has established a silver medal to recognize outstanding achievement in astronomical science. To ensure the continued presentation of this award, funds shall be allocated on a regular basis to support nominee selection, awardee transportation, and related recognition events. The President shall be responsible for the safekeeping of the Rittenhouse Medals. The RAS Medal Committee shall oversee nominee research and promote continued awareness of the award’s prestige.
Article XI: RAS Academic Partnerships and Scholarship
Section 1: The RAS shall cultivate and maintain productive relationships with carefully selected Philadelphia‑area colleges and universities whose astronomy programs demonstrate strong commitments to research, education, and public outreach. These partnerships can provide the Society with speakers, access to observatories, and informed guidance in selecting candidates for the RAS Student Scholarship and the Rittenhouse Medal, while enabling the RAS to support institutional events, offer students access to our programs, and strengthen the region’s scientific community. Because such collaborations have been highly successful in the past, the Society will limit the number of active partnerships to ensure that engagement remains meaningful and sustainable.
Section 2: A Scholarship will be encouraged annually if funding is available. The treasurer will determine the amount and if appropriate funds are available. Its purpose is to provide funding for students' collegiate expenses. The selection process by application will be determined by the RAS scholarship committee.
Article XII: Dissolution Clause
Section 1: The RAS may be dissolved only with authorization by The Board given at a special meeting called for that purpose. The Board must vote 80% in favor of dissolution to move forward with the process. Upon dissolution of RAS, after payment in full of all its debts, obligations, and necessary final expenses, or after the making of adequate provisions thereof, all assets shall be distributed to astronomical tax-exempt organizations determined by The Board. The existing Board members will be responsible for allocating assets, notifying all current membership/donors/affiliates, and filing all appropriate documentation prior to final dissolution.
Article XIII: Revisions
Section 1: Revisions to the Bylaws will be voted on by board members at scheduled Board Meetings.