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of The National Council for Geocosmic Research, Inc. with revisions ratified by membership vote January 2009 Section 1. The name of this organization shall be "The National Council for Geocosmic Research, Inc." The organization can also be known as "N.C.G.R., Inc.", or "NCGR", and will be referred to hereinafter either as NCGR or the Corporation. ARTICLE II - PURPOSE Section 1. The purpose of NCGR shall be to provide an environment to foster and publish research of a geocosmic nature (defined later), and to pursue educational programs in various interdisciplinary fields related to geocosmic studies The term "geocosmic" is defined as "of or pertaining to the study of correspondences and cycles involving earthly phenomena and cosmic (celestial) events." Section 2. The purpose of NCGR shall be achieved by, but not be limited to, the following: (a) Integration with the learned community by conducting empirical investigations of geocosmic phenomena and disseminating new knowledge primarily through the channels of NCGR publications.ARTICLE III - ORGANIZATION Section 1. NCGR shall be composed of a Board of Directors, an Advisory Board, individual chapters, special interest groups and members. Section 2. The Chairman of the Board shall also be and function as the President of NCGR, and shall have authority to appoint standing and ad-hoc committees of the Board in accordance with the provisions of these by-laws. The Clerk shall serve as Chair ProTemp and shall act for the Chair in his or her absence. Section 3. Elective and appointive Board members shall function as Department Heads, coordinating the various programs and policies of NCGR in accordance with these by-laws and Board policy. Section 4. An Executive Secretary may be appointed by the Board of Directors for a one-year term with stipend to be determined at the time of appointment. Other Staff personnel may also be appointed as needed, with term and stipend to be determined at the time of appointment by the Board. The Executive Secretary, as Chief of Operations, is expected to be present at all board meetings; other Staff only upon request. Section 5. Regional Coordinators of Research and of Education may be annually appointed by the Board of Directors upon the recommendations of the Research Director and the Educational Director, respectively. ARTICLE IV - BOARD OF DIRECTORS Section 1. NCGR's Board of Directors shall be composed of 12 positions as follows: a Chair, Clerk, and Treasurer; four Directors popularly elected by the membership for terms of three years; four additional Directors who are appointed annually for one year terms by the Elective Board; the Chair of the Advisory Board who is appointed by the Elective Board for a three year term. Section 2. The group of seven elective Officers shall constitute the Elective Board of the NCGR. It shall meet in closed session each year after election results are announced by no later than the time of the Annual Meeting to fill four additional positions by voting on appointments of the four non-elective Directors (or Co-Directors) who will serve with them during the coming year. Additionally, it will appoint the Chair of the Advisory Board, if it is a year in which that position is to be appointed. Section 3. An "Executive Committee of the Board" may be appointed each year at the Annual Meeting. Such an Executive Committee shall be composed of Board members appointed by the Chairman with the approval of the Board, and may take executive action in behalf of the Board. Such action is subject to ratification by the full Board no later than the next meeting. Section 4. A Mediation Committee of the NCGR Board may be appointed as the occasion demands. Such a Mediation Committee shall be composed of Board members appointed by majority vote of the Board at a regular or special meeting, and may take investigative and judicial action on behalf of the Board, subject to ratification by the full Board at an Official meeting. Section 5. A Member of NCGR who is a legal resident of the Commonwealth of Massachusetts shall be appointed as Resident Agent by the Chair. Ideally, the Resident Agent should be a member of the Board, but it is not necessary. ARTICLE V - ELECTIVE BOARD Section 1. The Elective Board of NCGR shall be a Chair (or, President), Clerk (or Secretary), Treasurer, and the five popularly elected Directors. These persons shall be elected by the membership to serve for three year terms. The Chair shall not be eligible to serve more than two consecutive terms. This Elective Board shall nominate and approve the appointed members of the Board for one year terms to begin at the Annual meeting. Section 2. The Chair shall assume overall responsibility for the affairs of NCGR, exercising the authority granted by this constitution. The Chair shall be an ex-officio member of all standing and ad hoc committees of NCGR. Section 3. Elected Officers and Directors shall serve without compensation. Normal expenses incurred in the discharge of their duties may be reimbursed by the Treasurer in accordance with current policy . Section 4. Job descriptions for the Officers and Directors of NCGR are given in Appendix A to these By-Laws, and may be updated by the Board as changes are needed. Section 5. In the event of the premature retirement or departure of the Chair, the Clerk as Chair Pro Temp will act as Chair only until the next annual national board election, at which time an election for a new Chair shall be held. In the interim, the Executive Committee is to assist the Clerk in necessary administrative tasks as requested. Section 6. In the event of the premature retirement of an Officer or Director the Chair is authorized to appoint a successor to fill out the unexpired portion of that Board member's term of office, with the recommendation and in consultation with the Elective Board. Section 7. The Appointed Board positions shall be filled annually by the Chair in consultation with the Elected Board of Directors. The Chair shall appoint or affirm positions to be divided between elected and appointed as needed from the list in the Appendix. ARTICLE VI - THE ADVISORY BOARD Section 1. The Advisory Board of NCGR shall consist of persons who are appointed by the Board for terms not to exceed three years in duration. Members of the Advisory Board may be reappointed to additional terms. The responsibilities of members of the Advisory Board are given in Appendix A to these By-Laws. Section 2. Members of the Advisory Board are subject to the same conditions and constraints as regular members of NCGR and may be removed from their Advisory Board positions for the same reasons described in Article XV of the By-Laws. Section 3. The elective Board of Directors shall appoint an Advisory Board Chair for a term of three years. The Advisory Board Chair shall also be a voting member of the NCGR National Board of Directors. ARTICLE VII - DEPARTMENTS Section 1. Within NCGR a number of Departments shall be organized and maintained under the leadership of Board members in order to administer the various programs of NCGR. Section 2. The elective and appointive Directors shall be assigned the duties of administering Departments of Research, Education, Publications, Editorial Policy, Budget, Membership, Public Relations, and any other Departments created by the Board of Directors. Section 3. Administrators are free to organize their Departments along individualistic lines within the scope of approved policies. Administrators are responsible for the efficient functioning of their departments within the guidelines given. Additional duties of Administrators will be described in Policy Statements issued by the Board. Section 4. Each Administrator will present, in writing for Board approval, a proposed budget for his or her Department at the Annual Meeting of the Board. Section 5. Each Administrator will make a written Annual Report of the affairs of his or her department at the Annual Meeting of the Board. ARTICLE VIII - COMMITTEES Section 1. The Nominating Committee. This shall be an ad-hoc committee appointed by the Chairman for the purposes of selecting slates of persons to run for National Offices. No current member of the Board may serve on this committee. The Nominating Committee shall consist of at least one representative from each Chapter (appointed or elected according to Chapter by-laws), and two persons from the at-large membership appointed by the Nominating Committee Chairman. No member of the Nominating Committee may be appointed a candidate for election to office. Section 2. Ad-hoc Committees of the Board may be appointed for any reason and purpose, including, but not limited to the appointment of a Judicial Committee to act as an investigative body in cases of questionable activity on the part of members. Such Ad-hoc committees may only be established by a majority vote of the Board at Regular or Special meetings. Section 3. A By-Laws Committee shall be appointed by the Board as necessary to review, revise and recommend changes or updates to the By-Laws. ARTICLE IX - MEMBERSHIP CATEGORIES, DUES, FEES, AND ASSESSMENTS Section 1. There shall be two classifications of membership in NCGR: 1) Regular, and 2) Honorary. All members may also be classified as either Chapter affiliated or Members-at-Large (i.e. having no affiliation with a local chapter). Section 2. Regular members shall be persons who show an interest in serving the purposes of NCGR in some active manner. Section 3. Honorary members shall be appointed by the Board of Directors. Such candidates for honorary appointments shall have demonstrated some distinction for this virtue by outstanding achievements related to the purposes of NCGR. Honorary appointments may be of any designated duration. Honorary members, unless they elect to also join NCGR as regular members, are exempt from paying dues and are not allowed to vote in elections. Section 4. Continued membership in good standing depends upon: (a) Timely payment of Annual Dues.Section 5. Applications for membership and for membership renewals must be accompanied by the information and fees determined necessary by the Board. Section 6. The amount of annual dues shall be determined by the Board of Directors. Dues shall be paid to the Membership Director. Section 7. One-third of the dues paid (to the nearest whole dollar) by Chapter affiliated members shall be refunded by the Treasurer to the Chapter treasurer within a reasonable time. Section 8. Financial assessments other than dues shall not be levied by NCGR upon members without an approving majority vote of the membership. Local Chapters may levy additional assessments upon Chapter members provided their Chapter by-laws allow such. Section 9. Members whose dues are more than 90 days in arrears are ineligible to hold National Office and also forfeit their voting privileges. ARTICLE X - NATIONAL ELECTIONS Section 1. Elections for NCGR offices shall be conducted by mailed secret ballot to the membership annually during the autumn season. Only dues-paid members as of a designated cut-off date shall be eligible to vote. Members must have at least 30 days to return their ballots. Votes must be tallied by February 15 and terms of office begin as soon as the files and duties can be transferred from the previous holder of the position, and no later than the time of the Annual Meeting. Section 2. The Nominating Committee shall be appointed by the Chair at the Annual Meeting. This committee shall poll the NCGR Chapters and SIGs for candidates for office. The Nominating Committee shall present the Clerk with the proposed slate of candidates no later than October 1. The Clerk shall set and notify all members of the election date. The Nominating Committee shall prepare the ballot alphabetically listing all candidates running for offices. The candidate biographies may be distributed with the ballots and/or printed in an NCGR publication. Section 3. Election procedures shall be detailed in Appendix C. The results of the election shall be published in the newsletter to the membership and announced to the Board members by the Clerk. ARTICLE XI - MEETINGS OF THE BOARD OF DIRECTORS Section 1. The Annual Meeting of the Board of Directors shall take place between March 1st and July 1st. There shall be at least one other Board of Directors' Meeting each calendar year. Meetings may take place in person or via electronic means. Section 2. The time and place of the second required meeting shall be at the discretion of the Chair, in consultation with the Board members. Section 3. The Clerk shall be responsible for notifying all Board members of regular meetings at least 60 days in advance of the meeting. If, for good reason, a Board member is unable to attend the meeting, a written proxy, signed and dated by that Board member, may be assigned to another Board member who will be present. That person may use that proxy as another vote. Section 4. The quorum for a Board meeting shall be two-thirds of all Board members, present at the meeting. Section 5. Additional Board meetings may be called upon the request of at least three Board members or the Executive Committee, and an advance notice of at least thirty days. The meeting shall: (a) Conform to an agenda published and circulated to the Board members at least two weeks in advance of the meeting date.Section 6. A Special Board meeting may be called with less than thirty days advance notice to the Board members provided a majority of all Board members sign a waiver to that effect. A Special Board meeting shall be called by a majority of the Executive Committee in the event of the Chairman's premature departure or retirement. Section 7. A Special Board Meeting may be held by conference telephone call or electronic media provided the appropriate conditions are met. Section 8. Guests may be invited to attend Board meetings with the permission of the Chair. ARTICLE XII - RULES OF ORDER Section 1. Robert's Rules of Order (Newly Revised) shall govern all proceedings of NCGR. Section 2. Should a procedural dispute arise the Clerk is empowered to act as the, or designate a, Parliamentarian and is likewise empowered to rule on the procedural matters for the disposition of the dispute. ARTICLE XIII - MEETINGS OF THE MEMBERSHIP Section 1. NCGR shall endeavor to hold conferences for the membership and the public-at-large. The purpose of this convention shall be 1.) to offer a forum for astrologers to exchange ideas, information and research results; and 2.) to promote the continuing astrological education of both students and professionals. ARTICLE XIV - LOCAL CHAPTERS Section 1. A local Chapter of NCGR is defined as a group of members who represent a geographical region and who have obtained a Charter from NCGR to conduct research and educational projects along the lines described in Article II. Section 2. A local Chapter may be granted a Charter by the Board of Directors upon fulfillment of the following requirements: (a) A minimum of ten NCGR members in good standing who have joined together to form a local chapter of NCGR shall petition the National NCGR in writing to provide them with a Charter.Section 3. The Chapters shall function as regional organizations chartered by the Board of Directors. Each Chapter shall function under the leadership of Officers and Chairpersons constituting themselves as a Chapter Council in accordance with the Corporation's and that Chapter's by-laws. Section 4. Once chartered as a chapter within NCGR the Chapter is free to conduct its affairs in accordance with the purposes stated in Article II of these by-laws, write its own laws, set its dues structure in addition to that required by the National NCGR, and elect its leadership. This relative freedom must be balanced against the ultimate responsibility for upholding the provisions of the Constitution and By-Laws and the Chapter's own Charter. Section 5. Each Chapter is expected to maintain its fiscal integrity without relying upon help from the National Treasury. Each Chapter is also expected to: a) make an effort to correlate its projects with those of the other Chapters and of the National Board; and b) insure of its compliance with all filing, licensing, and reporting requirements for any relevant federal, state, and/or local agencies. Section 6. The local Chapters shall specifically seek to integrate their programs with those of the other Chapters in NCGR by establishing liaison with the appropriate Department Head. Section 7. Each Chapter shall submit an annual written report to the Board through the Director of Chapter Affairs, and also submit an annual fiscal report to the Treasurer. Section 8. Local Chapters may levy dues upon its members in addition to the Annual dues required by the National NCGR. Local Chapters shall not interfere with the National NCGR's dues collecting procedures. Section 9. The Chapter Charter granted by the NCGR Board carries both a privilege and an obligation. This Charter may be revoked by a majority vote of the Board for any cause whatsoever. Section 10. Should it become necessary to revoke a Chapter's Charter that Chapter then becomes entitled to a written notification of the Board's action. This notification, which shall be mailed by the Clerk of NCGR to the Chapter Senior Officer within 30 days of the NCGR Board's decision, shall contain the reasons why their Charter has been revoked. The Chapter shall then have 30 days from that notification date to make a written appeal to the NCGR Board stating their reasons, if any, for objecting to the Charter revocation. If this is done then the NCGR Board will have an additional 30 days in which to reconsider their earlier decision and to so notify the Chapter of their reconsideration, if any. Section 11. A chapter my withdraw and/or be subject to dissolution as follows: Should the chapter wish to dissolve or become dissolved, after all financial obligations are met, the Treasurer shall return all remaining monies and assets to the Executive Secretary of National, along wit chapter records, etc. Should the chapter membership vote to withdraw from NCGR, the chapter President shall write to NCGR�s Executive Secretary explaining the reasons for such action. Such withdrawal may not become effective for sixty days following the receipt of such letter by the Executive Secretary. Withdrawal from NCGR cannot be effected witout the specific approval of two-thirds of all members of the chapter. ARTICLE XV - AFFILIATE ORGANIZATIONS Section 1. An interested organization may apply to the Membership Secretary for an AFFILIATED MEMBERSHIP. An Affiliated member shall be a non-voting Member-at- Large. The applying organization shall certify in writing that it supports the principles and purposes of NCGR. Section 2. Membership fees for Affiliated Member Organizations shall be 150% of a normal Membership fee. The membership term shall be one year. Normal membership rules shall apply. ARTICLE XVI - ETHICAL PRINCIPLES AND DISCIPLINE Section 1. All NCGR members are expected to abide by the Code of Ethics. Failure to do so may be cause for formal action in accordance with the "Guidelines for the Resolution of Ethical Dilemmas and Complaints.. Section 2. Officers and Directors may be impeached and removed from office for non-payment of dues, misfeasance, malfeasance, or non-performance of duties. Such action may only be taken by the full Board of Directors acting at a regular or Special meeting. Section 3. Any member of NCGR, including members of the Advisory Board, may be expelled from NCGR after Due Process, which shall consist of: (a) Institution of written formal charges against the person;Section 4. Dismissal from Office may be appealed by the person by presenting a petition for this action to the Board. When presented the Board shall appoint an ad-hoc Appeals Committee to investigate the matter and report back to the Board its findings. The Board may then accept or reject the findings of the Committee. ARTICLE XVII - AMENDMENTS OF THE CONSTITUTION AND BY-LAWS Section 1. Amendments to the Constitution and By-Laws shall be made in the following manner: (a) The initiation of the amendment proposal(s);Section 2. Amendment proposals and/or nominations shall be submitted in writing to the Clerk and signed by either three Board members or fifteen members in good standing. Section 3. The Clerk shall, after insuring that the Chair and the Board are notified of this action, institute the procedures required to have the membership vote on this proposal. The Amendment shall be adopted with approval of two-thirds of those members responding. A null vote ratification procedure may be used. Mail ballots, if used, shall be counted and verified by the Clerk. The clerk shall report the voting results to the Board. Section 4. It shall be the responsibility of the Clerk to maintain the most current set of the Constitution and By-Laws. ARTICLE XVIII - DISSOLUTION Section 1. Subject to the statutory provisions of the Commonwealth of Massachusetts concerning the dissolution of Corporations, this Corporation can be dissolved upon recommendation of a majority of the Board of Directors and an affirmative vote of two-thirds of the membership responding to a mailed request for such a vote. Section 2. In the event of dissolution or final liquidation of NCGR, all of the remaining assets, after payment of its obligations, shall be distributed to organizations with purposes similar to NCGR, as designated by the NCGR Board of Directors in accordance with the Articles of Incorporation. END Liane Thomas Wade 531 Main St. #1612, New York, NY 10044 Phone: 212-838-NCGR (6247) Hours: Monday - Tuesday, 10 AM- 9 PM, Eastern Time Wednesday - Friday, 6-9 PM, Eastern Time execdir@geocosmic.org |