BYLAWS OF MAGIC VALLEY ASTRONOMICAL SOCIETY, INC.
(A Not For Profit Corporation)


This not for profit corporation was formed for educational, 
benevolent and social and aesthetic purposes which include, but are not limited
to, studying the science of astronomy and educating the public therein.



Article I. -- MEMBERS


Section 1. Classification of Members.

There shall be four classifications of members of the Society, -to wit: regular
membership, family membership, student membership, and honorary membership.

Section 2. Eligibility of Memberships.

To be eligible for regular membership, a person must be interested in the
purposes for which the Society has been formed and be approved by the
Membership committee. Such a person becomes a member upon payment of dues.


Section 3. Dues.

Regular, family, and student membership dues shall be fixed from time to time
by the Board of Directors. A membership in the association entitles the member
to at least the general Magic Valley Astronomical Society, Inc. publications.
The memberships are not transferable.


Section 4. Termination of Memberships.

A membership shall terminate upon the death or resignation of the member, upon
his or her expulsion by a two-thirds (2/3) vote of a quorum of the Board of
Directors, or upon failure to pay annual dues. A member may be expelled by the
Board of Directors for conduct, which the Board shall deem contrary to the best
interests of the Society. All rights of a member in the Society or its property
shall cease upon termination of membership.


Section 5. Annual Meeting of Members.

Annual meeting of the members (who are in good standing) of this corporation
shall be held on a date of the last quarter of each year, starting with the
year 1999, at a time and place to be decided by the Board of Directors. Notice
of the annual meeting shall be given to the members by mail or personal
delivery of such notice of meeting, which if mailed shall be mailed at least
ten (10) days but not more than fifty (50) days before the date of the meeting.


Section 6. Voting Record.

The officer of agent having charge of the membership books for memberships of
the Society shall make a complete and current record of the members entitled to
vote at each meeting of members or any adjournment thereof. Such record shall
be available at the time and place of the meeting and shall be subject to the
inspection of any member during the whole time of the meeting for the purpose
thereof.


Section 7. Quorum.

One-third (1/3) of the regular members entitled to vote at any annual or
special meeting, including at least one Officer or Director, shall constitute a
quorum at a meeting of members.


Section 8. Proxies.

At all meetings of members, a member may vote in person or by proxy executed in
writing by the member or by his or her duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Society before or at the time of
the meeting. No proxy shall be valid after eleven (11) months form the date of
its execution, unless otherwise provided in the proxy.


Section 9. Voting.

Only members in good standing shall have voting rights. Each regular member of
student member in good standing shall be entitled to vote at any meeting of
members. Each family membership shall be entitled to two votes.


Section 10. Non-Authorization.

No member is authorized to hold himself or herself as representing this
organization unless he or she is previously authorized to do so in writing
signed by the then existing directors.



ARTICLE II. -- OFFICERS


Section 1. Number.

The officers of the Society shall be a President, a Vice-President, a Secretary
and a Treasurer, each of whom shall be elected by the membership. All
additional Officers and Chairmen's of committees shall be appointed by the
elected Officers at the annual meeting of the Officers.


Section 2. Election and Term of Office.

The officers shall be elected at each annual meeting of the membership.
Candidates shall be certified for election by the Board of Directors. The list
of nominees and a Voting ballot shall be mailed in the U.S. Mail or personally
delivered to a member at his or her last know U.S. Post Office address shall be
delivered at least ten (10) days before the annual meeting, or via the U.S.
Mails prior to the annual meeting. Ballot may be returned to the Secretary
either personally at the annual meeting, or via the U.S. Mails prior to the
annual meeting of the membership. Ballots shall be counted an election results
determined at the annual meeting of the membership. Each officer shall hold
office until his or her successor shall have been duly elected and shall have
qualified or until his or her death or until he or she shall resign or shall be
removed in the manner hereinafter provided.


Section 3. Removal.

Any officer or agent may be removed by a majority of the Board of Directors
whenever in its judgment, the best interest of the Society, will be served
thereby, but such removal shall be without prejudice to the contract right, if
any of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.


Section 4. Vacancies.

A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.


Section 5. President.

The president shall be the principal executive officer of the Society, and,
Subject to the control of the Board of Directors, shall in general supervise
and control all the business affairs of the Corporation. He or she shall, when
present, preside at all meetings of the Members and of the Board of Directors.
He or she may sign, with the Treasurer or any other proper officer of the
Society thereunto authorized by the Board of Directors, certificates of
membership of the society's, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases when the signing and execution thereof shall be expressly delegated by
the Board of Directors of by these Bylaws to some other officer or agent of the
Society, or shall be required by awl to be otherwise signed or executed; and in
general shall perform all duties incident to the office of President and such
duties as may be prescribed by the Board of Directors from time to time except
and unless the Board of Directors has delegated such duties to another officer
or agent.


Section 6. Vice-President.

In the absence of the President or in event of his death, inability or refusal
to act, the Vice-President shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice- President may sign, with the Secretary,
certificate of membership of the Society and shall perform such other duties
from time to time as may be assigned him or her by the President or by the
Board of Directors.


Section 7. Secretary.

The Secretary shall: (a) keep the minutes of the proceedings of the Members and
of the Board of Directors in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the Corporation records and
of the seal of the Corporation and see that the seal of the Corporation is
affixed to all documents with the execution of which on behalf of the
Corporation under its seal is duly authorized; (d) keep a register of the post
office address of each member; (e) sign with the President, or Vice-President,
certificates of membership of the Society, the issuance of which shall have
been authorized by resolution of the board of Directors; (f) be the ALCOR
representative (Astronomical League Correspondent) to serve as the official
contact person between the Astronomical League and the Magic Valley
Astronomical Society; (g) in general perform all duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him
or her by the President or by the Board of Directors.


Section 8. Treasurer.

The Treasurer shall; (a) maintain an accounting of funds belonging to the
Society, receive and disperse Society funds as directed by the Board of
Directors, and make a financial report at the annual meeting of the membership
and at each meeting of the Board of Directors; (b) in general perform all the
duty incident to the office of Treasury and such other duties as from time to
time may be assigned to him or her by the President or the Board of Directors.



Section 9. Other Officers or Chairs

A. Newsletter Editor.

The Newsletter Editor shall; (a) publish and distribute the Magic Valley
Astronomical Society publications; (b) perform such other duties from time to
time may be assigned by the President or by the Board of Directors.


B. Officer-at-Large.

The Officer-at-Large shall perform such duties as from time to time may be
assigned by the President or by the Board of Directors. The Planetarium
Director may fill this position.


C. Past President.

The Past President shall (a) perform such other duties as from time to time may
be assigned by the President or by the Board of Directors. This position also
serves as as an officer on the Board of Directors.


D. Educational liaison.

The Educational Liaison shall; (a) serve as the official contact person between
the area schools and the Magic Valley Astronomical Society; (b0 shall organize
joint school/MVAS events; (c) perform such other duties as from time to time
may be assigned by the President of Board of Directors.


E. Publicity Chairman.

The Publicity Chairman shall; (a) serve as the official contact person between
the news media and the Magic Valley Astronomical Society; (b) produce and
distribute all news releases and bulletins with regards to all functions of the
Magic Valley Astronomical Society; (c) perform such other duties ad from time
to time may be assigned by the President or by the Board of Directors.


G. Star Party Chairman.

The Star Party Chairman shall; (a) coordinate all star parties that the Magic
Valley Astronomical Society schedules during the year; (b) perform such other
duties at from time to time may be assigned by the President or the Board of
Directors.


Section 10. Compensation of Officers.

Officers shall receive no compensation for their services, but may receive
reimbursement for expenses as may be fixed by resolution of the Board of
Directors, from to time.



ARTICLE III

DIRECTORS

Section 1. Authority of the Board of Directors.

The business of the Society shall be managed by the Board of Directors.


Section 2. Eligibility and Number of Board Members.

There shall be seven (7) member of the board. The Board shall be comprised of
elected and appointed officers of the Society: President, Vice President,
Secretary, Treasurer, ALCOR representative, Newsletter Editor, and
Officer-at-Large.


Section 3. Annual meeting of the Board.

The annual meeting of the Board of Directors shall be held within two weeks
following the annual meeting of the membership of the Society.


Section 4. Special meeting of the Board.

Special meetings of the Board of Directors may be called by the President or a
majority of the Board of Directors.


Section 5. Quorum.

Two-thirds (2/3) of the authorized umber of Director shall be necessary to
constitute a quorum for the transaction of business. 
Every act or decision done or made by a majority of the Directors present at a
meeting duly held at which a quorum is present. shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by the
Articles of Incorporation.



ARTICLE IV.

CONTRACT, LOANS, CHECKS and DEPOSITS

Sections 1. Contracts.

The board of Directors may authorize any officer, or officers, agent or agents
to enter into any contract or execute and deliver any instrument in the name of
and on behalf on the Corporation, and such authority may be general or confined
to specific instances.


Section 2. Loans.

No loans shall be construed on behalf of the Corporation and no evidence of
indebtedness shall be issued in its name unless authorized by a resolution of
the Board of Directors. Such authority maybe granted or confined to specific
instances.


Section 3. Checks, Drafts, Etc.

All checks, drafts or other orders for the payment of money, notes or evidence
of indebtedness issued in the name of the Corporation shall be signed by such
officer or officers, agent or agents, of the Corporation and such manner as
shall from time to time be determined by resolution of the Board of Director.


Section 4. Deposits.

All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such Banks, trust companies or
other depositories as the Board of Directors may select.



ARTICLE V.

MISCELLANEOUS

Section 1. Execution of Documents.

All bills payable, notes, checks, drafts, warrants, other negotiable
instruments or contracts of any kind of the Corporation shall be made in the
name of the Corporation and shall be signed by the President or the Vice
President and the Treasurer and as the Board of Directors from time to time by
resolution direct.

No officer or agent of the Corporation, either singularly or jointly with
others, shall have the power to make any bill payable, note check, draft, or
warrant or other negotiable instrument or endorse the same on the name of the
corporation, or contract or cause to be contracted any debt or liability in the
name or on behalf of the corporation except as herein expressly prescribed and
provided.


Section 2. Notices.

Any notice of a director's meeting or member's meeting must be set forth in
time, place and purpose(s) of such meeting.


Section 3. Inspection of Bylaws.

The Corporation shall keep in its principal office the original or a copy of
these Bylaws, as amended or otherwise altered to, certified by the secretary,
which shall be open to inspection by a current member at all reasonable hours
during the office hours.


Section 4. Committees.

(a) The Board of Directors may, by resolution, appoint committees, members of
committees, and chairpersons of committees.

(b)Committees shall have duties as set out in Board resolution creating said
committees.


Section 5. Fiscal Year.

The fiscal year shall commence of January first of each year, and terminate on
December thirty-first of the same year.


Section 6. Amendment.

These Bylaws may be amended by a four-fifths vote of the 
Board of Directors provided that the regular membership may override such vote
with a two-thirds vote of members present at the next regular scheduled meeting
or any special meeting called for such purpose after notice of the proposed
amendment has been given in writing as set forth, at least ten (10) days before
the meeting. Said amendment shall be voted on and include a copy of the
proposed amendment.


Section 7. Corporate Seal.

The corporate seal of the Corporation shall be as set forth on the impression
thereof set forth herein.


Section 8. Waiver of Notice.

Whenever any notice is required to be given to any member or director of the
Corporation under provision of the statutes of the State of Idaho or the
provision of these Bylaws, a waiver thereof in writing by the persons entitled
to such notice whether before or after the time stated therein shall be
equivalent to the give of such notice.

I hereby certify that the foregoing bylaws were duly adopted by the Board of
Directors at the their first meeting go the 7th day of October 1999, at which a
quorum of the Directors were present, on motion duly made, seconded and
unanimously adopted.

Dated this 7th day of October, 1999