Bylaws of The Consortium for Dark Sky Studies at the University of Utah

Adopted July, 2020

Article I. Name of Organization.

Section 1. Name. The name of the organization shall be the “The Consortium for Dark Sky Studies at the University of Utah,” abbreviated and henceforth referred to here as “CDSS.”

Article II. Description and Mission.

Section 1. Description. The CDSS is an academic and educational organization focusing on research and education of topics related to the protection of Dark Skies globally.

Section 2. Mission. The mission of this organization shall be to foster collaboration among researchers, educators, organizations, and individuals to further understanding of light pollution, natural nighttime darkness, and related topics, and to promote dissemination of that knowledge to the public.

Article III. Code of Conduct.

This Code of Conduct upholds CDSS’s commitment to conduct research, education, and public outreach to the highest ethical and professional standards, and in compliance with all applicable institutional, state, and federal regulations.

CDSS is committed to providing a safe, harassment-free and discrimination-free environment for everyone. Harassment includes offensive comments or denigrating jokes related to nationality, gender, sexual orientation, disability, age, physical appearance, body size, race, religion, or veterans status,  sexual images in public spaces, deliberate intimidation, stalking, following, harassing photography or recording, inappropriate physical contact, unwelcome sexual attention, and harassment through social media. The CDSS code of conduct includes CDSS meetings, sponsored events, research, public presentations, and public outreach activities, and protects CDSS members as well as members of the general public who are participating in or attending CDSS activities.

Members of CDSS  are expected to comply with the applicable anti-harassment, anti-discrimination, and scientific and professional ethics laws and policies in effect at the host institution  (U of Utah, currently) and at the institutions where they may be visiting.

Members of CDSS who wish to report a violation of this Code of Conduct are encouraged to bring the complaint to the Director, Advisory Council or to the relevant Office of Equal Opportunity (OEO)/Title X coordinator at CDSS’s host institution.

Visitors, including participants at any CDSS sponsored events, are expected to comply with these same standards, as well as to policies at their place of employment. In addition to any applicable reporting requirements at their home site, visitors are encouraged to report violations here as above. 

All press inquiries should be referred to the Director; no member should, as an individual, speak for CDSS to the press without the Director’s permission.

Article IV. Membership and Participation.

Section 1. Qualifications for participation as an Associate Member of CDSS. CDSS Associate Members shall be individuals or organizations who are interested in the Mission of the CDSS and enter into Associate Membership in goodwill. Responsibilities of Associate Members include maintaining updated contact information. Associate Members are welcome to participate in meetings and serve on committees but do not have voting privileges.

Section 2.  Qualifications for membership and good standing. CDSS Members shall be individuals or organizations who are interested in the Mission of the CDSS, whose expertise and experience benefits pursuit of the CDSS mission, and who enter into Membership in goodwill. CDSS Members are expected to attend at least 50% of regular meetings called in a given calendar year in order to maintain voting privileges.

Section 3. Nomination of Members. Prospective members shall be nominated either by invitation from a current member or direct inquiry. Any CDSS Member may nominate individuals whom the Member desires to exercise the benefits covered by his or her membership and shall have the right to change its nomination upon written notice.

Section 4. Election of Members. Prospective members shall furnish their credentials to CDSS in conjunction with their nominations. Nominations shall be put to consideration of the existing CDSS membership during ordinary meetings. Membership is conferred upon a majority vote of members in attendance.  When voting on potential new members, current membership should consider including not only nominees who have direct disciplinary expertise/research connections but should also prioritize skillsets and community connections that can enrich the capacity and range of perspectives represented in membership.

Section 5. Voting privilege. In any proceeding in which voting by Members is requisite, each Member in good standing shall be entitled to cast one (1) vote. Members need not be present at meetings at which votes are cast. Voting on all matters may be conducted by postal mail, telephone call, electronic mail, or any other means of electronic or telephonic transmission provided that the member shall state, or submit information from which it can be determined, that the method of voting chosen was authorized by the member.

Section 6. Termination of Membership. Any Member may terminate his or her association with CDSS and membership in the organization by informing the Director in writing.

Section 7. Disqualification and Removal of Members. Members shall be disqualified and removed following delinquency, academic misconduct, or any other action deemed unbecoming of membership by the CDSS Officers. The process of disqualification follows terms of due process, which includes the appointment of a neutral party to collect allegations and response from the affected individual, discuss, and vote from the members. A three fourths majority of the membership must concur in order to disqualify or remove a member. A member may be temporarily disqualified or removed pending this review process if continued participation would cause irreparable harm to CDSS or its membership.

Article V. Officers.

Section 1. Offices created. The executive functions of CDSS shall be vested in a group of elected officers of this organization according to the provisions of this Article.

Section 2. CDSS Director. As the principal executive officer, the Director is responsible for the overall administration and operation of CDSS. The Director serves as Chair of the Advisory Council, sets the agenda for Advisory Council meetings, presides over CDSS meetings, and is a nonvoting, ex-officio member of all standing and ad hoc committees and task forces. The Director handles issues concerning CDSS personnel, hears grievances, and allocates administrative support and office space. Should the Director have cause to be absent for a prolonged period, an interim Acting Director shall be appointed on the recommendation of the Advisory Council.

Section 3. CDSS Secretary. It shall be the duty of the Secretary to keep minutes of the organization’s meetings and to present the same for approval and inclusion in the minutes of the organization. The Secretary shall maintain and preserve the organization’s records, and be further responsible for the correspondence, both incoming and outgoing, of the organization as well as management of its social media.

Section 4. CDSS Treasurer. The Treasurer is the fiduciary of CDSS and is tasked with responsibility for maintaining the financial records of CDSS. The Treasurer shall oversee preparation of the CDSS annual budget; prepare and transmit to the Director financial reports on an annual basis or with other frequency at the discretion of the Director; manage regular financial audits; and develop systems required to ensure the financial solvency of CDSS. The treasurer must be employed by the host organization.

Section 5. Term of office. The term of office for all elected officers shall be for three (3) calendar years. No one officer shall serve more than two (2) consecutive terms in any given office unless there are no qualified candidates who choose to run for election.

Section 6. Nomination of Officers. The Nominating Committee shall prepare a slate of candidates for CDSS offices. Any CDSS member in good standing may nominate him/herself, or any other member in good standing, to the Nominating Committee as a candidate for an office. Nominations require a second from any other CDSS member in good standing. Officer candidates shall be presented to the CDSS membership during either an ordinary meeting or a special meeting called for the purpose of choosing officers. 

Section 7. Election of Officers. If an office is contested by two or more candidates, an election shall be held to decide the winner. An election may take place at any meeting at which a quorum is achieved.  Elections shall be conducted by secret ballot. If no candidate for an office receives a majority of votes cast in a voting round, the name of the candidate receiving the least number of votes shall be removed from the candidate slate and a second round of voting shall commence. The procedure shall repeat until one candidate receives a majority of votes cast. The Director shall report the results of each voting round until a winner emerges, at which point the Director shall identify and announce the name of the winner.

Section 8. Conduct of Officers. It shall be the duty of all Officers to represent CDSS and its members in a respectful, inclusive, considerate, and professional manner.

Section 9. Removal of Officers. Officers may be removed from their positions for similar offenses as those warranting membership removal as presented in Article IV, Section 7.

Article VI. Governance.

Section 1. Name. The governing body of CDSS shall be known as Advisory Council.

Section 2. Composition. The Advisory Council shall be composed of seven (7) members who will serve four (4) year terms. Advisory Council members will be nominated and voted on by the current Elected Officers. Advisory Council members may serve up to two consecutive terms but must rotate out for the period of one term before serving again. The Director shall serve as the ex-officio chairperson of the Advisory Council.

Section 3. Meetings. Meetings of the Advisory Council may be called at the discretion of the Director. Meetings shall be open to all voting members of this society who shall be permitted to speak on any topic properly under discussion, but only members of the Advisory Council may vote on governance issues.

Section 4. Electronic or telephonic participation in meetings. Any or all members of the Advisory Council may participate in a meeting by conference telephone or video or similar communication equipment, so long as members participating in such a meeting can hear one another, and such participation shall constitute presence in person at the meeting. 

Section 5. Action without a meeting. Any action required or permitted to be taken at a meeting of the Advisory Council (including amendment of these Bylaws or the Articles of Incorporation) or of any committee may be taken without a meeting if all the members of the Advisory Council or committee consent in writing to taking the action without a meeting and approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Advisory Council or of the committee as the case may be.

Article VII. Meetings.

Section 1. Frequency of meetings. Ordinary meetings of CDSS shall be held quarterly. Extraordinary meetings of CDSS may be called at the Director’s discretion.

Section 2. Announcement of meetings. Meetings, whether ordinary or extraordinary, shall be called by electronic mail by the Secretary of CDSS at least one week prior to the meeting.

Section 3. Quorum. A simple majority of the elected officials and members in attendance may transact business legally and shall constitute a quorum.

Section 4. Conduct of meetings. An advance agenda and minutes shall be prepared for all meetings.

Section 5. Presiding Officer and Secretary. At any meeting of the Members, if neither the Director, nor any Advisory Council member, nor a person designated by the Advisory Council to preside shall be present, the members present shall appoint a presiding officer for the meeting. If the Secretary is not present, the appointee of the person presiding at the meeting shall act as secretary of the meeting.

Section 6: Motions and voting. A motion may be proposed by any member of CDSS. Upon a second by any other member, a vote will be held, and a simple majority will win.

Section 7. Parliamentary procedure. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern in all cases when not inconsistent with these Bylaws or any special rules that the Advisory Council may adopt.

Article VIII. Committees.

Section 1. Authority to appoint. The Director, by and with the advice and consent of the Advisory Council, shall appoint all ad hoc committees and their chairpersons and decide their mandates and scope of work. The Director further may appoint such ad hoc committees and their chairs as deemed necessary to carry out CDSS business or programs.

Section 2. Terms of Committees. Ad hoc Committee appointments shall be at the will and pleasure of the Director and they shall serve concurrently with the term of the appointing Director unless a different term is approved by the Advisory Council.

Section 3. Committee membership. Committee membership is categorized as follows: 

1. Regular, having all voting privileges and responsibilities;
2. Ex-oficio, having the right to attend and participate in committee meetings and cast non-binding votes; and 
3. Associate Member, having the right to attend and participate in committee meetings but having no voting privileges.

Section 4. Responsibilities of Committee Chairs. Chairs are tasked with effectively managing the work of Committees to meet the requirements of their mandates. Chairs must report to the Director on Committee activities on at least a quarterly basis and prepare final reports upon their discharge.

Section 5. Limitation of Authority. No action by any Member, Honorary Member, or Officer shall be binding upon, or constitute an expression of, the policy of CDSS until and unless it has been approved or ratified by the Advisory Council.

Section 6. Discharge of Committees. Committees shall be discharged by the Director when their work has been completed and their reports accepted, or when, in the opinion of the Advisory Council it is deemed wise to discontinue the committees.

Section 7. Standing Committees. The Advisory Council and Nominating Committee shall be considered standing committees of CDSS. The Nominating Committee shall consist of the Director (ex-officio), one member of the Advisory Council, and up to three other regular Members. Other standing committees deemed necessary by the organization may be created upon recommendation of the Director and by simple majority vote of the Advisory Council.

Section 8. Special Committees. The Advisory Council shall, as the need arises, appoint special committees to study specific areas of concern to CDSS. Such committees shall normally serve for a limited time and shall report directly to the Advisory Council. On completion of its task, the committee shall prepare a summary report for record as kept by the Secretary. The structure and composition of such Committees shall be determined by the Advisory Council to meet specific needs.

Article IX. Records.

Section 1. Recordkeeping. The Secretary or his or her designee shall keep or cause to be kept adequate minutes of all Advisory Council or committee meetings, and all meetings of committees with Advisory Council-designated powers reflecting at a minimum the names of those in attendance, any resolutions passed, and the outcomes of any votes taken.

Section 2. Annual Report. An annually updated written account of CDSS purposes, structure, programs, and financial condition shall be published and made publicly available. The annual report shall contain: a description of the CDSS purpose(s); descriptions of its overall programs, activities, and accomplishments; information about the governing body and structure, including identification of Officers, Advisory Council members, and chief administrative personnel; and the audited financial statements or, at a minimum, a comprehensive financial summary that reflects all revenue, reports expenses by program, management, and fund-raising categories and reports year-end balances. 

Section 3. Financial Records. Financial records will be audited independently by the host intuition on an annual basis, according to their institutional policies, and such audit reports will be provided to the General Collaboration.

Article X. Amendments.

Section 1. Right to propose amendments. Any CDSS member in good standing may propose an amendment to these Bylaws.

Section 2. Presentation to Advisory Council. Amendments must be presented to the Advisory Council for consideration and approval before they may be submitted to the CDSS membership for vote.

Section 3. Ratification of amendments. Ratification of amendments requires the affirmative vote of three-fourths of CDSS members in good standing.

Article XI. Indemnification.

Section 1. Definitions. “Matter” shall mean any actual or threatened civil, criminal, or administrative action, arbitration proceeding, claim, suit, proceeding, or appeals therefrom, or any criminal, administrative, or congressional (or other body) investigation, hearing, or other proceeding.

“Eligible Person” shall mean any person who at any time was or is a Director, a member of any committee or subcommittee, an officer, an agent, an employee, or a volunteer of CDSS.

Section 2. Right of indemnification. Any Eligible Person made a party to or respondent in a Matter by reason of his or her position with or service to CDSS shall, to the fullest extent permitted by law, be indemnified by CDSS against all liabilities and all expenses reasonably incurred by him or her arising out of or in connection with such Matter, except in relation to Matters as to which (i) the Eligible Person failed to act in good faith and for a purpose which he or she reasonably believed to be in the best interests of CDSS (ii) in the case of a criminal Matter, the person had reasonable cause to believe that his or her conduct was unlawful, or (iii) the person shall be adjudged to be liable for misconduct or negligence in the performance of a duty.

Section 3. Limitation on right of indemnification. Except where an Eligible Person has been successful on the merits with respect to such Matter, any indemnification hereunder shall be made only after (i) the Advisory Council (acting by a quorum consisting of Advisory Council members who were not involved in such Matter) determines that the Eligible Person met the applicable indemnification standard set forth in Section 2 above; or (ii) in the absence of a quorum, a finding is rendered in a written opinion by independent legal counsel that the person or persons met the applicable indemnification standard set forth in Section 2 above. N.B. the indemnification may be superseded by state and federal laws.

Section 4. Other indemnification. The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled in addition to the indemnification provided hereunder. This indemnification shall in the case of the death of the person entitled to indemnification inure to the benefit of his or her heirs, executors, or other lawful representative. 

Article XII. Conflicts of interest.

Section 1. Purpose. The purpose of the conflict of interest policy is to protect the interest of CDSS when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Member or Officer of CDSS, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations. The perception of a conflict of interest can be as damaging as a true conflict of interest. These can arise when making programmatic decisions as well as financial decisions. An example could be there an individual is a party to a lawsuit against a company or institution with which CDSS might pursue joint projects or research. Individuals should disclose other conflicts of interest which may undermine the fair governance of the Consortium (think, for example, of awarding of a scholarship in a panel, or even an invited talk at a conference).

Section 2. Definitions. “Interested Person”: Any Member or Officer with powers delegated by the Advisory Council who has a direct or indirect financial interest, as defined below, is an interested person.

“Financial interest”: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which CDSS has a transaction or arrangement;

(b) A compensation arrangement with CDSS or with any entity or individual with which CDSS has a transaction or arrangement; or

(c) Is considering an ownership or investment interest in or compensation arrangement with any entity or individual with which CDSS is negotiating a transaction or arrangement.

“Compensation”: Direct and indirect remuneration, including gifts or favors that are not insubstantial.

“Conflict of interest”: A conflict between the personal or financial interests and the official or professional responsibilities of a person in a position of trust; however, a financial interest is not necessarily a conflict of interest.

Section 3. Procedures.

(a) Duty to Disclose: If an actual or possible conflict of interest arises, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to Advisory Council and members of committees considering the proposed transaction or arrangement.

(b) Determining whether a conflict of interest exists: After disclosure of the financial interest and all material facts and after any discussion with the interested person, he or she shall leave the Advisory Council or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Advisory Council or committee members shall decide if a conflict of interest exists.

(c) Procedures for addressing conflict of interest:

(i) An interested person may make a presentation at the Advisory Council or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of and the vote on the transaction or arrangement involving the possible conflict of interest. 

(ii) The Director or committee chair shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 

(iii) After exercising due diligence, the Advisory Council or committee shall determine whether CDSS can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 

(iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Advisory Council or committee shall determine by a majority vote of the disinterested Advisory Council members or committee members whether the transaction or arrangement is in CDSS’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

(d) Violations of the Conflicts of Interest Policy:

(i) If the Advisory Council or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. 

(ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Advisory Council or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of proceedings. The minutes of the Board and all committees with Board delegated powers shall contain: 

(a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Advisory Council’s or committee’s decision as to whether a conflict of interest in fact existed.

(b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Article XIII. Dissolution.

Section 1. Distribution of assets. Anything to the contrary notwithstanding, the purpose or purposes for which CDSS is organized are limited to such as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code. Upon dissolution of the CDSS the Advisory Council shall distribute all remaining assets to such organization or organizations that is/are also exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or successor statutory authority.