In the 149 years since the creation of the corporation by the Legislature in 1852 for the purpose of establishing and maintaining “an astronomical observatory” in Albany, the corporation has gone through a long period of transition and adaptation to changed conditions - from an institution primarily for visual astronomy, to a center of systematic cataloging of stars, to an astronomical and space laboratory research center. Since 1983, the corporation has served to encourage astronomical education, research, and development by grants and awards to astronomical scientists, scholars and teachers. In 1997, it was reaffirmed that the highest priorities of the Dudley Observatory shall be to award grants for research and supporting education in astronomy, astrophysics, and the history of science, and to insure the long term integrity and availability of its historical collections. In addition, the observatory recognizes a continuing responsibility for education of the public in astronomical matters and is committed to making its library collection and archives available to scholars who are studying the history of astronomy and astrophysics.

Article 1

The Trustees

Section 1. Number of Trustees

The Dudley Observatory Board of Trustees shall consist of 25 members, including up to

six ex-officio members. The following six (6) shall serve as [Ex-Officio] Trustees by virtue of their office: Chancellor of Union University, the President of the State University of Albany, the President of Rensselaer Polytechnic Institute, the President of the Albany Area Amateur Astronomers, the Director of the Schenectady Museum and Planetarium, and the Administrator of The Dudley Observatory. Any such Ex-Officio Trustee may file with the Secretary [of the Board of Trustees] in writing the designation of a representative and, thereafter such designee shall have all the rights and powers of such Ex-Officio member until the designation is terminated in writing.

Section 2. Term of Service

Trustees shall be elected for four year terms and may be elected for further four

year terms.

Ex-Officio Trustees shall serve during the time of their incumbency in office as Chancellor of Union University, the President of the State University of Albany, the President of Rensselaer Polytechnic Institute, the President of the Albany Area Amateur Astronomers, the Director of the Schenectady Museum and Planetarium, and the Administrator of The Dudley Observatory.

Trustees who were Life Trustees as of January 2001 will become Trustees with terms expiring as shown on the official list of Trustees. At that time they may be terminated or re-elected.

Trustees shall be transferred to the status of Emeritus Trustee at age seventy (70). The Board shall have the option of retaining a Trustee as an active member beyond the age of seventy (70).

Section 3. Election

Nominations of candidates for election as Trustee shall be solicited and received and then reviewed jointly by the Executive Committee and the Nominating Committee. These committees will have the responsibility of recommending candidates for election to the full Board of Trustees. Any election as a Trustee shall be at any regularly summoned meeting of the Board of Trustees when a quorum is present. A majority vote of members present and voting shall be sufficient for election.

Section 4. Attendance

A Trustee who shall have failed for any reason to attend at least half of the meetings of the Board during two years may be considered by the Board to have resigned. However, a member of the Board who is on a leave-of-absence, not to exceed one year, and who has notified the Board of this in writing will remain on the Board despite missing meetings during such absence. If a Board member is disabled, the Board may act to continue the Trustee’s membership on the Board.

Article 2

Meetings

Section 1. Regular Meetings

There shall be two regular meetings, one of which shall be the annual meeting of the Board of Trustees, each year at such times as may be designated by the Board. The President of the Board shall, on the written request of any three members, call a meeting at any time, but notice of such meeting shall be given in writing, not less than six (6) nor more than twenty (20) days prior to the meeting, to all members of the Board.

Section 2. Quorum

Ten (10) members of the Board, in addition to any Emeritus Trustees or Ex-Officio Trustees or their delegates present, shall constitute a quorum for any regular or special meeting of the Board.

Section 3. Voting Power

Voting power shall be with Term Trustees, and Trustees Ex-Officio.

Article 3

Officers and Duties of Officers

Section 1. Officers

The officers of the Board of Trustees shall consist of a President, a Vice-President, a Secretary, a Treasurer, and an Assistant Treasurer who need not be a member of the Board. In the event of a vacancy in any office, the vacancy shall be filled as the Board shall direct at the next special or regular meeting of the Board of Trustees.

Section 2. Election

Officers shall be elected or re-elected at the annual meeting of the Board. The term of office shall be one year and is renewable.

Section 3. President

The President shall preside at all regular and special meetings of the Board at which he is present. He shall annually appoint members of all Standing Committees. He shall be responsible for presenting to the Board in good order all matters of business to come before it and for instructing other officers of the Board and all Standing Committees in their respective duties.

Section 4. Vice-President

The Vice-President shall, in the absence or incapacity of the President, perform all duties of the President.

Section 5. Secretary

The Secretary shall keep a true record of the transactions of the Board, give written notices of its meetings when requested to do so, and preserve all communications and documents belonging to the Board.

Section 6. Treasurer

The Treasurer shall collect and under the direction of the Board of Trustees, expend, deposit, or invest the funds of the institution, and shall report in writing at least annually the financial conditions of the institution, the outstanding obligations, and the amount of receipts and expenditures. The books of the Treasurer shall be open to inspection at any time by any member of the Board of Trustees.

Section 7. Assistant Treasurer

The Assistant Treasurer, who need not be a member of the Board, shall act for the Treasurer and under his direction for the sole purpose of signing checks on the presentation of proper vouchers.

Article 4

Committees

The Board may constitute such standing or special committees as in its judgment will facilitate the objectives of the corporation and prescribe such responsibilities and authority as may be appropriate. Membership on Committees of the Dudley Observatory shall be open to anyone chosen for committee membership by the Board of Trustees. Such committees shall be appointed by the President.

The following Standing Committees shall be appointed annually:

(i) Executive Committee

Membership shall be President, Vice-President, Secretary and Treasurer of the Board of Trustees. In addition, the Chancellor of Union University or his designee shall be a member Ex-Officio and the Administrator of Dudley Observatory will be invited to participate in all meetings. The Executive Committee may act for the Board of Trustees in between regular or special meetings and shall consult with the appropriate committee chairs before taking action on items of concern to that committee.

(ii) Library, Archives, and History Committee

This Committee is charged with preservation and cataloging the archival records of the Dudley Observatory and maintaining a history of the Dudley Observatory. This Committee is also charged with oversight of the library collection, including the rare books, and to see that the collection is available for use by scholars.

(iii) Research Grants Committee

This Committee is charged with soliciting applications for the various research-oriented awards made by the Dudley-Observatory, evaluating the applications, and recommending awards to the Board of Trustees. It is also charged with otherwise promoting research in astronomy, astrophysics, and the history of astronomy as the Board may direct.

(iv) Education Grants Committee

This Committee is charged with soliciting applications for the various education-oriented awards made by the Dudley Observatory, evaluating the applications, and recommending awards to the Board of Trustees. It is also charged with promoting astronomy, astrophysics, and the history of astronomy through public lectures, meetings as appropriate, all media, the facilitation of visits to local museums and planetariums and other educational activities as the Board may direct.

(v) Finance and Physical Plant

The committee is charged with preparation of the operating budget for the observatory, maintaining records of expenditures for budget control and audit purposes, investing funds serving as endowment, ensuring the adequacy of insurance, and monitoring and authorizing maintenance of the physical plant of the Observatory.

The Finance and Physical Plant Committee, composed of the President of the Board, the Treasurer and two Trustees appointed by the President, shall meet at any time upon the call of the Chairman of the Finance and Physical Plant Committee, and at such other times as it may appoint. A majority, i.e. three members, of the Finance and Physical Plant Committee shall be a quorum. The affirmative vote of a majority of the Committee shall be required for any action, except that where a Sub-Committee on Investments shall be appointed, two Trustees may act. The Finance and Physical Plant Committee shall make a report at each Regular meeting of the Trustees of all its work and proceedings.

The President or the Treasurer, with the approval of one member of the Finance and Physical Plant Committee, may, from time to time, borrow money for the purpose of meeting observatory expenses, and give a note or notes therefore and pledge such securities as may be necessary to secure such note or notes, upon terms approved by the Treasurer; but the aggregate sum so borrowed at any time shall not exceed twenty-five thousand dollars more than shall have been previously authorized by the Executive Committee.

(vi) Long Range Planning Committee

The Long Range Planning Committee is charged with making recommendations for future actions of the Observatory to ensure its continuity in meeting its goals.

(vii) Nominating Committee

The Nominating Committee shall make recommendations at the annual meeting for Officers of the Board of Trustees. When a vacancy occurs among the officers of the Board, the Nominating Committee shall recommend a replacement at the next regular or special meeting of the Trustees. When a vacancy occurs on the Board of Trustees, the Nominating Committee acting jointly with the Executive Committee shall solicit nominations for membership on the Board and make recommendations to the Board at the next regular or special meeting of the Board for the appointment of said nominees.

Article 5

Amendment

These By-Laws may be amended at any meeting of the Board of Trustees by vote of two-thirds of those present, provided that twenty (20) days previous notice in writing of the amendment which is proposed to be made at such meeting shall have been given to the Trustees.

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