SEDS-USA National Constitution

(Approved: September, 2012) Students for the Exploration and Development of Space United States of America

Article I.
Section 1.01 Section 1.02

Name, Purpose, and Composition
Name The organization shall be named "Students for the Exploration and Development of Space (SEDS), USA" (hereafter termed "SEDS-USA"). Purpose The Purpose of SEDS-USA is: 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 are interested in promoting space exploration and development; (iii) to provide a forum for the discussion and exchange of ideas related to the exploration and development of space; (iv) to provide opportunities for students to interact and network themselves with leaders in the space industry; (v) to provide hands on opportunities for students to be involved in aspects of space exploration and development. Composition SEDS-USA shall be composed of the SEDS chapters located in the United States of America and its territories. (i)

Section 1.03

Article II.
Section 2.01

National Structure

SEDS-USA SEDS-USA shall be a federation of local chapters presided over by an elected Board of Directors. The chapters, through the Council of Chapters, have ultimate authority over the Board of Directors. Section 2.02 Council of Chapters The Council of Chapters shall consist of one representative from each SEDS chapter. The Council of Chapters shall be presided over by the Chair of the Council of Chapters who will be a non-voting member except for breaking a tie. Each representative shall be a student. A quorum of this council shall be defined as one-half of the council, plus one (1). Section 2.02.1. Meetings of the Council of Chapters The Council of Chapters shall be required 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 a meeting of the Council of Chapters within seven (7) days. (ii) All meetings of the Council of Chapters shall be required to be advertised via direct 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 the Chapter Representatives shall be defined in the bylaws. The Chapter Representative shall be responsible for the fulfillment of the chapter’s responsibilities to SEDS-USA. Section 2.02.3. Removal of a Chapter Representative Should a chapter representative be delinquent in their responsibilities, the Chair of the Council of Chapters shall attempt to contact the Chapter President or Chair informing them of the situation. (i) The chapter shall be required to take appropriate action to remedy the situation, up to and including removal and replacement of the Chapter Representative. (ii) Should the chapter continue to be delinquent in their responsibilities, the

chapter may face removal from the SEDS-USA under Section 4.06.2. Powers of the Council of Chapters (i) by a 2/3 majority vote of the Council, the Council may overturn any action or policy adopted by the Board of Directors. (ii) by a 2/3 majority vote of the Council, the Council may dictate a set policy or action for the Board of Directors to follow. (iii) votes shall be conducted in the Council of Chapters pursuant to the body’s rules and procedures. (iv) Policing of Chapters It is the responsibility of the Council of Chapters to oversee and ensure chapters are in line with the purpose and mission statement of the SEDS organization. This includes the responsibilities as defined in Article II. If a chapter is acting irresponsibly, the Chair of the Council of Chapters should be notified. It is then the responsibility of the Chair to investigate the matter. The procedure for this investigation is defined in the Bylaws. A simple majority vote of the Board of Directors can limit member benefits to a chapter violating their responsibilities. If no resolution can be made with the chapter, a three quarters vote of the Council of Chapters can remove the chapter from the SEDS organization. Section 2.04 Board of Directors Representation Section 2.04.1. The Board of Directors shall have a representative other than the Chair of the Council of Chapters at each Council of Chapters meeting. Section 2.04.2. The responsibility of the Board of Directors representative in the Council of Chapters meeting is as follows; (i) To present all major decisions made by the board since the previous Council of Chapters meeting and answer any questions the Council may have pertaining to those decisions (ii) Report any progress, reports, or other items of interest to the Council of Chapters as they deem necessary. (iii) At the next Board of Directors meeting following a Council of Chapters meeting give a report to the Board of Directors on the decisions of the Council. Section 2.04.3. This representative will be chosen at an Board of Directors Meeting proceeding each Council of Chapters Meeting Section 2.03 Section 2.05 Board of Directors Section 2.05.1. Composition The Board of Directors shall consist of 7 student members. Section 2.05.2. Board of Director Positions The Executive Board shall consist of the following permanent student positions:  Chair of the Board of Directors  Vice Chair  Treasurer  Secretary  Two (2) At-Large Board Member Positions  Chair of the Council of Chapters (“Chief Representative”) Section 2.05.3. Eligibility Any student of at least junior standing in High School may be eligible to run for the Board of Directors. Section 2.05.4. Election of the Board of Directors (i) All candidates for the Board of Directors must be SEDS members from a chapter in good standing. (ii) Scheduled Elections for the Board of Directors shall take place at the National Conference. (iii) No Later than three (3) months prior to the national conference, a Board of Elections shall be appointed to oversee the Elections process.  The Board of Elections shall be made up of three (3) members appointed by the Chair of the Board of Directors.  Their Appointment shall be confirmed by a majority vote of the Board of Directors.  Members of the Board of Elections shall not be eligible to run for election and shall consist of neutral parties.

The Board of Elections shall be tasked with overseeing the elections as honest and fair, as well as setting overseeing election procedures 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 receiving 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, the Chair 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 at 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 of time, (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 period their 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 oversight and direction of the SEDS-USA organization. (ii) Shall protect the reputation and image of SEDS. This may include disallowing the use of the SEDS name for specific activities, organizations, or even the removal of SEDS chapters through the Council of Chapters. (iii) A majority of the Board of Directors is required for approval of any Board of Directors measure, except when expressly contravened by other sections of this constitution. (iv) Shall not engage in deficit spending, except without a unanimous decision from the 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 that provides 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 Directors meetings without written excuse accepted by the Chair of the Board of Directors is automatically removed from the Board, except in the case of an absence as defined in Section 2.06(i). Said Board member may be reinstated by a majority of the remaining Board members within two weeks of removal.

(ii) Impeachment proceedings against any Board member shall begin upon the receipt of a written request to the Chair by another Board member or three Chapter Representatives (iii) The Chair shall then conduct a confidence vote of the Board of Directors within one (1) week of receipt of the request.  Impeachment Proceedings may also be initiated for cause of negligence or 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 does not have the confidence of the Board of Directors, the Board member in question shall be suspended from all duties for the duration of the impeachment proceedings. At vote will then be taken of the Board of Directors to determine if an investigation should be necessary. Should the Council of Chapters initiate 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 the investigation, the Chair of the Board of Directors shall initiate a vote of the Council 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 other crime of physical violence against another, they shall be immediately be suspended 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 Chair of the Council of Chapters and confirmed by the Council.

Article III. Staff
Section 3.01 Executive Director Section 3.01.1. Appointment

Section 3.01.2.

The Board of Directors shall appoint a staff head who shall have the title of Executive Director and who’s terms of employment shall be approved by the Board of Directors. (i) The Board of Directors appoint an Executive Director Search Committee whenever such vacancy exists or shall exist within a four (4) month period. Authority and Responsibility Except as otherwise expressly provided in these Bylaws, the Executive Director, subject to the control of the Board of Directors and the Executive Committee, shall be the principal administrative official responsible for all management functions of SEDSUSA, including its administrative, financial, and program activities. The Executive Director shall: (i) Manage and direct all activities of SEDS-USA as prescribed by the Board of 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 which shall be, in the judgment of the Executive Director, in the best interest of SEDS-USA; (iv) Serve, if he or she so desires, as an ex-officio member, without the right to vote nor the right to be counted as part of a quorum, on the Board of Directors and any or all other Boards, Committees and other bodies of SEDS-USA; and (v) Perform such other duties as may be assigned by the Board of Directors.

Article IV. Chapters
Section 4.01

Removal The Executive Director shall be subject to removal at the discretion of the Board of Directors by majority vote. Section 3.02 Other Staff Section 3.02.1. Appointment Staff shall be appointed by a three (3) member committee of the Board of Directors, henceforth referred to as the ‘Appointments Committee’. (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 of the 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 in the By-laws. Section 3.03 Staff shall not be required to be a student.
Section 3.01.3.

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, or to a group not affiliated with any high school, college, or university, so long as a majority 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 chapter designates.
Section 4.01.2.

(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 revoked if the preceding requisites are not fulfilled.

a signed letter of intent which will commit the chapter to:

Individual SEDS chapters may be chapters of other organizations as long as they abide by the requirements for all SEDS chapters as enumerated in this constitution and bylaws. Section 4.02 After the chapter has completed the requirements outlined above, they shall be given temporary status of a Chapter by the Chair of the Council of Chapters. At the next meeting 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 noncompliance 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 rest of Article III. Section 4.03.1. No Chapter of SEDS-USA shall have the right under this clause to

Section 4.01.3.

discriminate or otherwise place restrictions on membership in a manner which violates Federal, State, or local laws, or local University policies. Section 4.04 Chapter Responsibilities Section 4.04.1. Each chapter will make available to its members copies of all SEDS-USA Publications and specified SEDS-USA chapter correspondence. Each chapter will keep its members informed of SEDS projects and encourage participation in these projects. Section 4.04.2. Chapters shall endeavor to provide a forum for the discussion of all space-related issues. Section 4.04.3. Each Chapter shall keep the Board of Directors informed of any changes to 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

one member from each chapter who shall act as that chapter’s 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 least one (1) alternative person’s contact information. Section 4.04.6. The chapter shall keep the Director of Chapter Affairs updated with the names and majors (if any) of all SEDS members, updating this list as requested by the Chair of the Council of Chapters Section 4.05 Autonomous Powers of the Chapters Section 4.05.1. The Board of Directors shall have no control over projects belonging to an 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 of being a SEDS Chapter (iii) This provision shall not apply to any instances where the activities of the chapter would cause irreparable harm or violate provisions of SEDSUSA’s tax status Section 4.05.2. The financial affairs of each chapter shall be the sole responsibility of that chapter, and shall be conducted without interference from SEDS-USA with 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 the financial responsibility for a SEDS-USA conference by a three quarters majority vote. Section 4.05.4. Chapters selected to host the National Conference shall be required to enter into an agreement outlining specific relations with SEDS-USA, whereas the agreement shall be approved by a simple majority of the Board of Directors. Section 4.06 Disenfranchisement
Section 4.06.1.

(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 of financial hardship only.
Section 4.06.2.

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.

Article V.
Section 5.01

Section 4.07 At Large Chapter Section 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 for all 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 chapter membership votes to do so. (iv) Establishment shall occur by majority vote of the Board of Directors.

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

Advisorship

Purpose SEDS-USA will maintain a Board of Trustees who will provide continuity, guidance and support for the SEDS organization while administrating the SEDS

Article VI.
Section 6.01

Endowment Fund. Composition The composition of the Board of Trustees is defined in the Bylaws. 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 individual’s 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 of Directors. Appointments shall be made as necessary to fulfill the composition requirements in the bylaws. Section 5.04 Responsibility Section 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 as defined in the bylaws. Section 5.04.2. The Board of Trustees is also responsible for providing advice and support for SEDS projects, conferences, and initiatives. The form of this support is left purposely 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 of either the SEDS Board of Directors or Board of Trustees. The procedure for this removal and causes for termination are further defined in the bylaws. Section 5.02 Section 5.03

Relations with Outside Organizations

Section 6.02

Article VII. Affiliates
Section 7.01

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 coordinate joint projects with said groups. Chapter Communication All SEDS chapters will be free to communicate or cooperate with any group they deem appropriate unless, by a two-thirds majority of the Board of Directors, such collusion shall be deemed injurious to the image, purpose, or reputation of SEDS. 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, shall become binding upon SEDS-USA according to the terms contained therein. Any corporation or firm whose interests are compatible with SEDS’s 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 will provide SEDS-USA with information concerning space-related fields. SEDS-USA may enter into agreements with industrial or corporate affiliates to send recruiters or company representatives to SEDS functions and to advertise in SEDS publications, or any further relevant services which the parties might wish to agree No affiliates shall have any authority in the policy or administration of SEDS-USA affairs.

Section 7.02

Article VIII.
Section 8.01 Section 8.02

Article IX. National Mergers
Section 9.01

There shall be a national conference. 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
All mergers of SEDS-USA with other organizations must be approved by a three-quarters majority of the Chapters.

National Conference

Article X.
Section 10.01

Amendments

Amendments to this Constitution may be introduced by any three members of the Council 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

the amendment within one week’s time. Adequate information will be provided to the Council Representatives so they may make a determination on the proposed amendment. The Council of Chapter vote on the amendment shall be completed within one month’s time and the proposed amendment shall be ratified if approved by threequarters of the Council.

Article XI.
Section 11.01

By-Laws 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 of specific 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 the constitution 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 to the 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 of Chapters 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 must be 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 a particular bylaw amendment (iii) Any Committee, Standing or Temporary, of the Council of Chapters may propose an amendment within their purpose. Section 11.04.2. Section 11.04.3. The Council of Chapters shall vote on the proposed amendment, a 2/3 majority being required for acceptance. After the amendment is voted in the affirmative by the Council of Chapters, it shall be sent to the Board of Directors for a review and vote at the next scheduled Board meeting. If the Board votes to accept the bylaw change, it shall enter into force upon notification of the Council of Chapters If the Board votes to reject the bylaw change, the Council of Chapters shall be notified and may be considered by the body further.

Section 11.04.4. Section 11.04.5. Section 11.05

Article XII. Definitions
Section 12.01

Upon amending the Bylaws or Constitution, the Board of Directors shall have 48 hours to send notice to the Chapters of the change. 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 student during an interruption in their education, as long as such a sabbatical does not last more than 15 months. The student must also be in good academic standing at their educational institution as defined by said institution. 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 the Chair 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. Majority Greater than fifty percent of those eligible to vote. Two thirds majority Greater than or equal to two-thirds of those eligible to vote. Simple Majority If quorum is met, then measure passes if majority of the yea and the nay votes are in favor. Simple two-thirds majority If quorum is met, then measure passes if two-thirds of the yea and the nay votes are in favor. Three-quarter majority greater than or equal to three-quarters of those eligible to vote.

Section 12.02

Section 12.03 Section 12.04 Section 12.05 Section 12.06 Section 12.07