seds-usa constitution

8/8/2019 SEDS-USA Constitution

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SEDS-USA National Constitution

(Approved: September, 2012)

Students for the Exploration and Development of SpaceUnited States of America

Article I. Name, Purpose, and CompositionSection 1.01 Name The organization shall be named "Students for the Exploration and Development

of Space (SEDS), USA" (hereafter termed "SEDS-USA").

Section 1.02 Purpose The Purpose of SEDS-USA is:(i) to educate students and the general public about the benefits of space

exploration and development;

(ii) to coordinate the efforts of students in the United States of America who areinterested in promoting space exploration and development;

(iii) to provide a forum for the discussion and exchange of ideas related to theexploration and development of space;

(iv) to provide opportunities for students to interact and network themselves withleaders in the space industry;

(v) to provide hands on opportunities for students to be involved in aspects of spacexploration and development.

Section 1.03 Composition SEDS-USA shall be composed of the SEDS chapters located in the UnitedStates of America and its territories.

Article II. National Structure

Section 2.01 SEDS-USA SEDS-USA shall be a federation of local chapters presided over by anelected Board of Directors. The chapters, through the Council of Chapters, have ultimat

authority over the Board of Directors.

Section 2.02 Council of Chapters The Council of Chapters shall consist of one representative fromeach SEDS chapter. The Council of Chapters shall be presided over by the Chair of theCouncil of Chapters who will be a non-voting member except for breaking a tie. Eachrepresentative shall be a student. A quorum of this council shall be defined as one-half o

the council, plus one (1).Section 2.02.1. Meetings of the Council of Chapters The Council of Chapters shall be require

to meet once every month. The Chair of the Council of Chapters may, with the

full consent of the chapters, postpone any meeting of the Council of Chapters.(i) Should a petition containing of 1/3 of the Council of Chapters members be

received by the Chair of the Council of Chapters, they shall be required to call meeting of the Council of Chapters within seven (7) days.

(ii) All meetings of the Council of Chapters shall be required to be advertised viadirect email to the chapters and electronic means no fewer than five (5) days

prior to the meeting.Section 2.02.2. Responsibilities of the Chapter Representatives The Responsibilities of theChapter Representativesshall be defined in the bylaws. The ChapterRepresentative shall be responsible for the fulfillment of the chaptersresponsibilities to SEDS-USA.

Section 2.02.3. Removal of a Chapter Representative Should a chapter representative bedelinquent in their responsibilities, the Chair of the Council of Chapters shallattempt to contact the Chapter President or Chair informing them of thesituation.

(i) The chapter shall be required to take appropriate action to remedy thesituation, up to and including removal and replacement of the ChapterRepresentative.

(ii) Should the chapter continue to be delinquent in their responsibilities, the


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The Board of Elections shall be tasked with overseeing the electionsas honest and fair, as well as setting overseeing election procedure

not specified or previously adopted.

(iv) Voting procedures are detailed in the bylaws.(v) The Chair, Vice Chair, Treasurer, Secretary, and two (2) At-Large Board of

Directors positions shall be elected individually, with the top six voters receivin

seats. At-Large seats will be in a single election with the top two (2) receiving

positions.

(vi) The positions internal to the Board shall be fixed following the election for one(1) month, after which time the Board may determine to arrange itself based

on the rules and procedures of the body, if it should choose.

Section 2.05.5. Unscheduled Elections When a seat on the Board of Directors is vacant, theChair of the Council of Chapters must inform all chapters of this vacancy.

Qualified candidates must declare their intention to run, in writing, to the Chair

of the Council of Chapters. Ballots shall be distributed two weeks after there is a

least one qualified person who declares his candidacy for the vacant seat. All

returned ballots shall be counted three weeks after the Chair of the Council of

Chapters has sent them out. Details of voting procedures are included in the

bylaws.

Section 2.05.6.

Limits on Elections(i) No more than two (2) Board members can be from the same SEDS chapter.(ii) No more than 49% of the Board can be from the same geographic region.

These regions are defined in the bylaws.Section 2.06 Responsibilities of Board of Directors Members

(i) If an Board of Directors member will be unavailable for an extended period oftime, (s)he must inform the Chair of this fact and declare that his/her voting

privileges will be inactive for the duration of this period. During this periodtheir seat shall not count towards or against the quorum of the Board of

Directors.

Section 2.07 Powers of the Board of Directors(i) The Board of Directors is charged with the responsibility of the overall oversigh

and direction of the SEDS-USA organization.

(ii) Shall protect the reputation and image of SEDS. This may include disallowingthe use of the SEDS name for specific activities, organizations, or even theremoval of SEDS chapters through the Council of Chapters.

(iii) A majority of the Board of Directors is required for approval of any Board ofDirectors measure, except when expressly contravened by other sections of thconstitution.

(iv) Shall not engage in deficit spending, except without a unanimous decision fromthe Council of Chapters approving such action as it requires.

(v) Shall allocate the budget of SEDS(vi) Shall make adjustments to the budget as needed, provided no adjustment of

the budget provides for or limits any lawful contract.

(vii) Shall be responsible for the appointment of the Executive Director(viii) Shall confirm or deny any and all staff appointments made by the Executive

Director

(ix) The Board of Directors shall not receive any compensation for their services,but the Board may, by simple majority resolution, authorize a policy thatprovides for fair and reasonable reimbursement of expenses incurred in the

performance of their duties.

(x) Any additional powers shall be enumerated in the By-Laws.Section 2.07.2. Impeachment of Board of Directors Members

(i) Any Board member who fails to attend for two consecutive Board of Directorsmeetings without written excuse accepted by the Chair of the Board of Directois automatically removed from the Board, except in the case of an absence asdefined in Section 2.06(i). Said Board member may be reinstated by a majorit

of the remaining Board members within two weeks of removal.


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(ii) Impeachment proceedings against any Board member shall begin upon thereceipt of a written request to the Chair by another Board member or threeChapter Representatives

(iii) The Chair shall then conduct a confidence vote of the Board of Directors withinone (1) week of receipt of the request.

Impeachment Proceedings may also be initiated for cause of negligenceor other breaches of conduct by a 2/3 vote of the Council of Chapters.

(iv) Should a majority of the Board hold that the Board member in question doesnot have the confidence of the Board of Directors, the Board member in

question shall be suspended from all duties for the duration of the impeachme

proceedings. At vote will then be taken of the Board of Directors to determinif an investigation should be necessary. Should the Council of Chapters initiat

the Impeachment proceedings, an investigation shall be mandated.(v) If a majority of the Board deems an investigation necessary, the Chair shall

conduct a two-week investigation of the charges against the Board member.

(vi) Within one week of the closing of the confidence vote, or at the close of theinvestigation, the Chair of the Board of Directors shall initiate a vote of theCouncil of Chapters. If a simple two-thirds vote of the Council of

Chapters determines that the Board member in question should be removed

from office then the Board member is officially removed from office. Otherwise(s)he shall retain his/her office and impeachment proceedings shall be

considered concluded.

(vii) Should a member of the Board of Directors be charged with a felony or othercrime of physical violence against another, they shall be immediately besuspended from all duties pending the outcome of said charges or an

investigation by the Board as outlined above.(viii) Should in any cases listed above the Chair be the Board member being

impeached, their role shall be assigned to the Vice Chair. Should both parties

be named in any request, an independent party shall be appointed by the Chaof the Council of Chapters and confirmed by the Council.

Article III. StaffSection 3.01 Executive Director

Section 3.01.1. Appointment The Board of Directors shall appoint a staff head whoshall have the title of Executive Director and whos terms of employmentshall be approved by the Board of Directors.

(i) The Board of Directors appoint an Executive Director Search Committeewhenever such vacancy exists or shall exist within a four (4) monthperiod.

Section 3.01.2. Authority and Responsibility Except as otherwise expresslyprovided in these Bylaws, the Executive Director, subject to the control othe Board of Directors and the Executive Committee, shall be the principadministrative official responsible for all management functions of SEDS-USA, including its administrative, financial, and program activities. TheExecutive Director shall:

(i) Manage and direct all activities of SEDS-USA as prescribed by the Boardof Directors;

(ii) Direct staff members as necessary to carry on the work of SEDS-USA;(iii) Define the duties of the staff, supervise their performance, establish

their titles and delegate those responsibilities of management whichshall be, in the judgment of the Executive Director, in the best interestof SEDS-USA;

(iv) Serve, if he or she so desires, as an ex-officio member, without the righto vote nor the right to be counted as part of a quorum, on the Board oDirectors and any or all other Boards, Committees and other bodies ofSEDS-USA; and

(v) Perform such other duties as may be assigned by the Board of Directors


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Section 3.01.3. Removal The Executive Director shall be subject to removal at thediscretion of the Board of Directors by majority vote.

Section 3.02 Other StaffSection 3.02.1. Appointment Staff shall be appointed by a three (3) member committe

of the Board of Directors, henceforth referred to as the AppointmentsCommittee.

(i) All staff appointments shall be confirmed by the full Board of Directors.Section 3.02.2. Responsibilities All Staff positions shall, prior to their appointment,

have their responsibilities enumerated.

Section 3.02.3. Terms All staff shall serve and continue to serve at the discretion othe Executive Director and Board of Directors.

Section 3.02.4. Permanent Positions The Board of Directors may, from time to time,chose to create permanent staff positions. These shall be enumerated inthe By-laws.

Section 3.03 Staff shall not be required to be a student.Article IV. ChaptersSection 4.01 Establishment SEDS-USA shall grant chapter status to any student group at

any high school, college or university in the United States and its territories, orto a group not affiliated with any high school, college, or university, so long as amajority of its members are students and as long as the following is provided:

Section 4.01.1. the names of three individuals who shall be the official chapterdesignates.

Section 4.01.2. a signed letter of intent which will commit the chapter to:(i) uphold SEDS-USA standards and policies while acting in official capacity(ii) provide a permanent address for SEDS-USA mailings and a current

membership list;(iii) remit annual chapter dues, to be set by the Board;(iv) keep the Board informed, at least twice a year, of local activities;(v) agree that the charter and rights to use the SEDS name may be revoke

if the preceding requisites are not fulfilled.Section 4.01.3. Individual SEDS chapters may be chapters of other organizations as long as the

abide by the requirements for all SEDS chapters as enumerated in thisconstitution and bylaws.

Section 4.02 After the chapter has completed the requirements outlined above, they shall be giventemporary status of a Chapter by the Chair of the Council of Chapters. At the nextmeeting of the Council of Chapters their status shall be reviewed and approved for Full

status by simple majority. This review shall only have the right to deny based on non-

compliance with any constitutional or bylaw provisions of SEDS-USA.Section 4.03 Organization Each chapter will have the right to organize itself in any way that it

desires, so long as they coincide with the SEDS mission statement, purpose, and the re

ofArticle III.Section 4.03.1. No Chapter of SEDS-USA shall have the right under this clause to

discriminate or otherwise place restrictions on membership in a mannerwhich violates Federal, State, or local laws, or local University policies.

Section 4.04 Chapter ResponsibilitiesSection 4.04.1. Each chapter will make available to its members copies of all SEDS-USA

Publications and specified SEDS-USA chapter correspondence. Eachchapter will keep its members informed of SEDS projects and encourageparticipation in these projects.

Section 4.04.2. Chapters shall endeavor to provide a forum for the discussion of allspace-related issues.

Section 4.04.3. Each Chapter shall keep the Board of Directors informed of any changesto the identity or contact information of their Advisor, President/Chair,and Chapter Representative.

Section 4.04.4. The Chair of the Council of Chapters shall be provided with the name of


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one member from each chapter who shall act as that chapters Official

Representative to the Council of Chapters.Section 4.04.5. The position of Chapter Representative may be filled by the President of

the Chapter; however the Chapter shall be required to provide at leastone (1) alternative persons contact information.

Section 4.04.6. The chapter shall keep the Director of Chapter Affairs updated with thenames and majors (if any) of all SEDS members, updating this list asrequested by the Chair of the Council of Chapters

Section 4.05 Autonomous Powers of the ChaptersSection 4.05.1. The Board of Directors shall have no control over projects belonging to a

individual SEDS group(i) This provision shall not apply to the host chapter of the National

Conference(ii) This provision does not exempt chapters from the other requirements o

being a SEDS Chapter(iii) This provision shall not apply to any instances where the activities of th

chapter would cause irreparable harm or violate provisions of SEDS-USAs tax status

Section 4.05.2. The financial affairs of each chapter shall be the sole responsibility of thachapter, and shall be conducted without interference from SEDS-USA wit

the exception of:(i) Money received from SEDS-USA is used in accordance to any rules or

restrictions imposed on that money at the time of receipt.(ii) Any provisions as specified in the bylaws provided for acceptance of

donations in name of chapters.Section 4.05.3. The financial responsibility for SEDS-USA conferences shall lie with the

organizing chapter(s). The Board of Directors may elect to accept thefinancial responsibility for a SEDS-USA conference by a three quartersmajority vote.

Section 4.05.4. Chapters selected to host the National Conference shall be required toenter into an agreement outlining specific relations with SEDS-USA,whereas the agreement shall be approved by a simple majority of theBoard of Directors.

Section 4.06 DisenfranchisementSection 4.06.1. If a chapter does not pay its annual dues to SEDS-USA within two months of the

dues deadline, its chapter status shall automatically be revoked.(i) Should the Board of Directors approve by simple majority, this deadline

may be extended up to six months past the dues deadline in cases offinancial hardship only.

Section 4.06.2. A chapter may have its charter revoked by either a two-thirds majority of theBoard or a simple majority of the Council of Chapters. Procedures for the policinof chapters are outlined in Section 2.03(iv).

Section 4.07 At Large ChapterSection 4.07.1. SEDS-USA may establish an At-Large chapter for members who are attending

school where there is insufficient membership of SEDS to create a chapter.

(i) This Chapter shall maintain all the rights and privileges of a full chapter, and foall purposes shall be considered a regular chapter of SEDS-USA

(ii) SEDS-USA may establish unique dues structure for this chapter.(iii) Once established, SEDS-USA shall have no authority to disband said chapter

unless its membership should fall under five (5) members, or the chaptermembership votes to do so.

(iv) Establishment shall occur by majority vote of the Board of Directors.Article V. AdvisorshipSection 5.01 Purpose SEDS-USA will maintain a Board of Trustees who will provide continuity,

guidance and support for the SEDS organization while administrating the SEDS


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Endowment Fund.

Section 5.02 Composition The composition of the Board of Trustees is defined in the Bylaws.Section 5.03 Appointment Appointment to the Board of Trustees will take place upon approval of an

individual by a majority of the Board of Directors and upon receipt of that individuals

agreement to serve on the Board of Advisors for either a life or rotating term, as defined

in the bylaws. Contact with potential Advisors will be established by the Board ofDirectors. Appointments shall be made as necessary to fulfill the compositionrequirements in the bylaws.

Section 5.04 ResponsibilitySection 5.04.1. The primary responsibility of the Board of Trustees is the maintaining of the

SEDS Endowment Fund and the distribution of the yearly stipends from this asdefined in the bylaws.

Section 5.04.2. The Board of Trustees is also responsible for providing advice and support forSEDS projects, conferences, and initiatives. The form of this support is leftpurposely broad in order that each advisor can serve SEDS in the manner best

suiting their knowledge, skills and network.Section 5.05 Removal of Advisors If an advisor is found to have committed a major violation of the

trust SEDS is placing in them, is not fulfilling their responsibilities to SEDS the

organization, or does not respond within two (2) months of reasonable attempts to

contact them, they may be removed from the Board of Trustees with a 3/4 majority ofeither the SEDS Board of Directors or Board of Trustees. The procedure for this remova

and causes for termination are further defined in the bylaws.

Article VI. Relations with Outside OrganizationsSection 6.01 National Communication All communication between SEDS-USA and the national

officers of other businesses, companies, organizations, societies, etc. shall be conducted

and/or monitored by the Board of Directors. The Board of Directors will also coordinatejoint projects with said groups.

Section 6.02 Chapter Communication All SEDS chapters will be free to communicate or cooperatewith any group they deem appropriate unless, by a two-thirds majority of the Board ofDirectors, such collusion shall be deemed injurious to the image, purpose, or reputation

of SEDS.

Article VII. AffiliatesSection 7.01 In order to facilitate the exchange of information between SEDS-USA and other

organizations, both public and private, the Board of Directors will have the authority to

make contracts of affiliation between SEDS-USA and other non-profit organizations.These contracts, upon ratification by a two-thirds majority of the Board of Directors, sha

become binding upon SEDS-USA according to the terms contained therein.Section 7.02 Any corporation or firm whose interests are compatible with SEDSs goals may become

an affiliate of SEDS-USA through the aforementioned process. A SEDS industrial or

corporate affiliate will provide SEDS-USA with services and/or financial support and willprovide SEDS-USA with information concerning space-related fields. SEDS-USA may

enter into agreements with industrial or corporate affiliates to send recruiters orcompany representatives to SEDS functions and to advertise in SEDS publications, or

any further relevant services which the parties might wish to agreeNo affiliates shall have any authority in the policy or administration of SEDS-USA affairs

Article VIII. National ConferenceSection 8.01 There shall be a national conference.Section 8.02 The site selection of the National Conference for the following year shall take

place at the Council of Chapters official meeting at the National Conference.Section 8.02.1. The selection procedurally shall be overseen by the Elections Committee

Article IX. National MergersSection 9.01 All mergers of SEDS-USA with other organizations must be approved by a three-quarter

majority of the Chapters.

Article X. Amendments

Section 10.01 Amendments to this Constitution may be introduced by any three members of theCouncil of Chapters or any one member of the Board of Directors. Upon receipt of a

proposed amendment, the Chair of the Council of Chapters must announce a vote on


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the amendment within one weeks time. Adequate information will be provided to the

Council Representatives so they may make a determination on the proposedamendment. The Council of Chapter vote on the amendment shall be completed withinone months time and the proposed amendment shall be ratified if approved by three-

quarters of the Council.

Article XI. By-LawsSection 11.01 Purpose The bylaws are designed to allow for flexibility and ease in definition for

activities that are primarily the concern of only the Board of Directors. Any definition ofspecific actions is included here, in order to facilitate easier changes as needed.

Section 11.02

Authority Invested in the Bylaws. The bylaws are hereby considered a part of theconstitution and do thereby have the same weight of law as the constitution. If there is

a conflict between the bylaws and the rest of the constitution, the portion belonging tothe constitution proper has precedence.

Section 11.03 Enactment / Revision of Bylaws. Any new bylaw, or change to the existing bylaws,must be approved by a two-thirds vote of the Board of Directors. The Council ofChapters may override any action concerning the Bylaws by a majority vote.

Section 11.04 The Council of Chapters may enact changes to the bylaws by the following process:Section 11.04.1. An Amendment or Change to the Bylaws shall be proposed by:

(i) A Chapter Representative may propose an amendment or change, which mustbe distributed by the Chairman of the Council of Chapters no later than 24

hours prior to a Council of Chapters meeting

(ii) A Board of Director member may propose the Council of Chapters consider aparticular bylaw amendment

(iii) Any Committee, Standing or Temporary, of the Council of Chapters maypropose an amendment within their purpose.

Section 11.04.2. The Council of Chapters shall vote on the proposed amendment, a 2/3 majoritybeing required for acceptance.

Section 11.04.3. After the amendment is voted in the affirmative by the Council of Chapters, itshall be sent to the Board of Directors for a review and vote at the nextscheduled Board meeting.

Section 11.04.4. If the Board votes to accept the bylaw change, it shall enter into force uponnotification of the Council of Chapters

Section 11.04.5. If the Board votes to reject the bylaw change, the Council of Chapters shall benotified and may be considered by the body further.

Section 11.05 Upon amending the Bylaws or Constitution, the Board of Directors shall have 48 hoursto send notice to the Chapters of the change.

Article XII. DefinitionsSection 12.01 Student The definition of a "student" is the definition used by the educational

institution at which the person is in attendance. A person shall be considered a studentduring an interruption in their education, as long as such a sabbatical does not lastmore than 15 months. The student must also be in good academic standing at their

educational institution as defined by said institution.Section 12.02 Rules of Procedure The rules of procedure for the SEDS Board of Directors and the

Council of Chapters shall be defined by the Chair for the Board of Directors and theChair of the Council of Chapters for the Council of Chapters. These rules must be

approved by a majority vote of the body they apply to.Section 12.03 Majority Greater than fifty percent of those eligible to vote.Section 12.04 Two thirds majority Greater than or equal to two-thirds of those eligible to vote.Section 12.05 Simple Majority If quorum is met, then measure passes if majority of the yea and the

nay votes are in favor.Section 12.06 Simple two-thirds majority If quorum is met, then measure passes if two-thirds of

the yea and the nay votes are in favor.

Section 12.07 Three-quarter majority greater than or equal to three-quarters of those eligible tovote.

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