APPROVED DECEMBER 9, 2012
SPACE CAMP HALL OF FAME
CHARTER AND BYLAWS, DECEMBER 9, 2012
I. ASSOCIATION NAME
The organization shall be known as the Space Camp Hall of Fame (SCHoF).
II. ASSOCIATION OBJECTIVES
The Space Camp Hall of Fame is a non-profit organization operated under the auspices of an elected Board of Directors (BOD). Revenue is derived from private and corporate donations and fund raising activities. The SCHoF was established to honor the outstanding members of the Space Camp family, including graduates and former employees who have distinguished themselves in their respective careers or friends of Space Camp who have made considerable contributions of personal time, effort, or resources to further the goals of the Space Camp and Aviation Challenge programs. Association objectives are:
- To enrich the experience of campers of all ages who attend Space Camp and Aviation Challenge programs and events in order to help inspire the leaders, explorers, astronauts, engineers, scientists, teachers and service members of tomorrow.
- To encourage young men and women to obtain training and education in the sciences, including the fields of aviation and space exploration, and to promote such fields in particular and the sciences in general.
- To provide an organization of diverse membership that can benefit and add value to the U.S. Space & Rocket Center (USSRC), Space Camp, and Aviation Challenge.
III. ASSOCIATION STRUCTURE
The association shall consist of a Board of Directors (BOD), Selection Committee, and General Membership (individual members).
A. BOARD OF DIRECTORS
- Board Composition: The Board of Directors (BOD) shall consist of up to seven voting members elected by the SCHoF general membership. It is not mandatory for all Board membership positions to be filled at any given time. However, there shall be a minimum of three (3) positions filled to include the Executive Director plus two other Board members. Board membership shall be comprised of the following positions:
- Executive Director
- Assistant Executive Director
- Selection Committee Director
- Communications Director
- Coordination Director
- Finance Director
- Terms of Service: Each role on the Board will change on an annual basis to ensure new ideas/approaches and allow the BOD to continually consider new initiatives. Each role will be elected annually. Each role may be filled by the same member for no more than two consecutive years. There is no restriction on members being elected to roles they have previously filled as long as there is at least a one year gap between terms. Elections for the BOD, with the exception of the Assistant Executive Director, will occur during the Annual Membership meeting during the SCHoF induction weekend. The Assistant Executive Director will be elected during the winter quarterly membership meeting to maintain continuity.
If a member of the Board resigns or terminates membership on the BOD, the BOD shall select a new board member from the membership at large to serve out the existing year of the departing BOD member until the next election of officers as defined above.
As defined above, a member of the SCHoF BOD cannot serve in the same BOD position for more than two years without at least a one-year break. This is to ensure “new blood” on the BOD. However, the BOD has the authority to approve succession if necessary and justified by a majority vote of the SCHoF membership.
- Other Board Members: Other members may be elected to the BOD as non-voting Ex-Officio members because of the contribution they may provide in experience or expertise in some area associated with SCHoF. The term of service for Ex-Officio members is at the discretion of the BOD. Ex-Officio positions are reconfirmed each year at the Annual Membership meeting.
- BOD Function: The function of the BOD will be to direct, prioritize, coordinate, and approve all association goals, business objectives, and other activities of the SCHoF. The BOD also serves as group of individuals that are the primary contacts and interfaces with the leadership of the US Space and Rocket Center (USSRC).
B. BOARD OF DIRECTORS OFFICERS
Officers of the Board of Directors shall be selected from the general membership. Officers shall be the Executive Director, Assistant Executive Director, Selection Committee Director, Communications Director, Coordination Director, and Finance Director. Duties of the Officers include:
- Executive Director: Chairs the meetings of the BOD and of the membership. Coordinates and approves programs and arrangements for meetings and activities. Act as an official liaison between the USSRC Leadership and the SCHoF. Represents the association at outside functions and other organization activities.
- Assistant Executive Director: Act as the Deputy Leader of the Board of Directors. Performs the duties of the Executive Director in the absence of the Executive Director. Performs special assignments at the request of the Executive Director or the BOD.
- Secretary: Records and maintains minutes of all BOD and general membership meetings. Maintains association charter, bylaws, and other official records. Maintains an up-to-date contact list of all individual members and whether they wish to be active or inactive members.
- Selection Committee Director: Maintain and hold all the responsibilities of leading the selection committee to include chairing meetings, coordinating the nominations, vetting and voting on new inductees.
- Communications Director: Maintain the social media, media relations, public relations and on-line outreach of the SCHoF. Act as a liaison and partner between USSRC Communications and Social Media, and the SCHoF. Advise on such issues to the Executive Director.
- Coordination Director: Maintain current information about the SCHoF members including current residence, contact information, occupation, what they are doing pertaining to space/aviation. Act as a liaison and partner between USSRC Volunteer Coordinator and the SCHoF. Maintain current information of SCHoF members’ activities as they act in an official capacity (e.g. special events for USSRC). Assist in the coordination of potential travel of SCHoF members for special events.
- Finance Director: Act as liaison between the USSRC agent controlling SCHoF financial accounts and the SCHoF Scholarship Fund. Prepares and maintains the annual budget. In the capacity of custodian of all association funds, performs all financial record keeping tasks such as payment for meeting expenses such as luncheons, guest speaker fees, and other association bills. Maintains financial records such that they can be audited at any time. Prepares and submits financial records at association meetings.
C. Selection Committee
The Selection Committee shall consist of SCHoF members. The Selection Committee oversees the execution of the annual SCHoF new member selection. The Selection Committee reports directly to the SCHoF BOD. After approval by the BOD, the SCHoF Executive Director submits the Selection Committee’s recommendations for induction into the Space Camp Hall of Fame to the USSRC Chief Executive Officer.
If the Selection Committee Director resigns or terminates membership, the SCHoF Executive Director shall select a new Selection Committee Director with the approval of the BOD to complete the term of the departing Selection Committee Director.
New Member Selections: New SCHoF members should be selected based on their characteristics and qualities which are a direct result of their involvement with Space Camp through one of its multiple programs, including Aviation Challenge, or as a whole. These qualities will differ from member to member and across the SCHoF selection categories. SCHoF members should be a positive example of the effect and inspiration Dr. Wernher von Braun intended for Space Camp. New member selection requires a majority vote from the current active membership in one of the three SCHoF selection categories. The SCHoF selection categories are:
- Alumnus: The nominee should be a graduate of a Space Camp or Aviation Challenge program (Space Camp programs) at the U.S. Space & Rocket Center in Huntsville, Alabama, Space Camp Florida, Space Camp California, Aviation Challenge California, or any of the officially recognized Space Camp programs located internationally. The nominee must be at least 21 years of age and must have graduated from their final program at least five (5) years prior to the date of the annual induction ceremony. Nominees must be, or have been, a credit to themselves and the Space Camp programs as well as distinguished him/herself in their chosen professional field. The accomplishments and credentials of the nominee should be attributable or inspired by the nominee’s attendance at camp. The nominee may be living or deceased.
- Counselor/Staff: The nominee must have been a member of the staff of Space Camp and/or Aviation Challenge at the U.S. Space & Rocket Center in Huntsville, Alabama, Space Camp Florida, Space Camp California, Aviation Challenge California, or any of the officially recognized Space Camp programs located internationally for a minimum of one (1) full season (three months), but that has retired or left Space Camp and/or Aviation Challenge employment at least three (3) years prior to the date of the annual induction ceremony. The nominee must have worked in or in support of a Space Camp and/or Aviation Challenge program as a counselor or member of the Aerospace Management team. The nominee must have distinguished him/herself by demonstrating exceptional leadership, character, and achievement in his/her chosen professional field. A counselor/staff nominee should have had a significant impact upon camp programs and the campers or other staff/community at large that he/she came in contact with. The accomplishments and credentials of the nominee after Space Camp should be attributable to or inspired by the nominee’s time while employed by Space Camp. The nominee may be living or deceased.
- Space Camp Friend: The nominee must be a loyal and devoted supporter of Space Camp and/or Aviation Challenge at the U.S. Space & Rocket Center in Huntsville, Alabama, Space Camp Florida, Space Camp California, Aviation Challenge California, or any of the officially recognized Space Camp programs located internationally for a minimum of 5 years. The nominee must exemplify the qualities of being a genuine friend to Space Camp and its programs, specifically with respect to contribution of personal time, talents, and/or funding towards influencing or inspiring the camp attendees and staff of Space Camp, to assist Space Camp in developing future astronauts, scientists, engineers, and leaders. The inductee may be either living or deceased.
D. GENERAL MEMBERSHIP
Membership is comprised of those individuals who have been selected by the SCHoF process as overseen by the Selection Committee. Membership or participation in the association creates no conflict of interest by military personnel, Government employees, or private industry.
- Active vs. Inactive members. Active members are defined as those with a desire and ability to participate in the day-to-day communications of the SCHoF. Inactive members are defined as those who are not available to participate in the day-to-day interactions of the SCHoF but have a desire to be included during the more significant events and communications. Members of the SCHoF are not required to be active within the SCHoF. The sole purpose of establishing a member’s activity level is to facilitate the establishment of a quorum and majority for a given meeting, vote, etc. Members can declare and change their activity status at any time. Declaration of activity status can be accomplished verbally during any general or BOD meeting, by email, or by mail. Once a member declares that they would like to be inactive, their status will remain inactive until they take action to change their status to active. Inactive members still retain the right to stay informed of SCHoF business (i.e. they will not be removed from distribution lists, etc.) and ability to vote at any time. The Secretary will confirm each member’s activity status annually. This confirmation will be conducted during the time period surrounding the Annual Membership meeting. Members who fail to respond to the confirmation will be listed an in-active members.
- Voting. For voting purposes, each individual member carries the authority of one vote regardless of activity status. Any member can vote on any item. If an inactive member chooses to vote on an item, the quorum and majority numbers will be adjusted for that instance, but the member will retain their inactive status.
IV. DUES/ DISBURSEMENT OF FUNDS
Since the association does not collect dues from members, it will not have a defined annual budget. Therefore, all funds or materials to support scholarships, awards, expenses, etc. will need to be donated. Members may be asked to assist in soliciting for monetary or physical donations as needed.
A. BOARD OF DIRECTORS
The BOD shall hold regularly scheduled and special meetings as necessary to properly conduct the affairs of the association. Meetings will be called by the Executive Director and must be attended physically or by telephone by at least three board members to conduct association business. All regularly scheduled and special meetings will be announced to the entire BOD membership including Ex-Offico members and all general membership.
On occasion, when SCHoF business needs to be conducted between meetings, the Executive Director may authorize the conduct of a “special meeting” to be held virtually (i.e., via email.) Email approval of at least three board members is still required to conduct association business.
B. ANNUAL BUSINESS MEMBERSHIP MEETINGS
The association shall hold an annual business meeting in conjunction with the annual SCHoF Induction Ceremony to elect a new BOD and to conduct any other new business.
VI. AREAS OF SUPPORT
Areas of association support may be suggested by any member and then voted on by the general membership. The BOD is empowered to select committees to refine the type and level of support, to administer the effort, and report progress. Specific guidelines will vary (e.g., source of revenue for effort, duration, level of participation, etc.). No committee, however, is empowered to expend association funds without prior approval of the BOD.
- The association shall be a non-profit and non-political organization and shall not participate in any political fund-raising, politically oriented, or political candidate endorsement activities.
- Any member may propose revisions to the bylaws (i.e. this Charter). The BOD shall review all suggestions and, if approved, will bring the proposed revision to the general membership for vote. If passed by a majority of those active and voting, the revision will be incorporated within 30 days.
- In the event of dissolution of the association, all remaining assets shall be donated to the USSRC Space Camp Scholarship Fund.
VIII. PURPOSE AND NON-PROFIT STATUS OF SCHOF
- The Space Camp Hall of Fame is organized exclusively for educational and scientific purposes, as well as the distribution of funds to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Currently, the SCHoF falls under the 501 (c) umbrella of the U.S. Space and Rocket Center and is not organized as a separate entity for federal tax code purposes.
- No part of the net donations to the organization shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation; and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
IX. Conflict of Interest Policy
- Conflict of Interest Policy Purpose: The purpose of the conflict of interest policy is to protect SCHoF’s tax-exempt organizational status when it is contemplating entering into a transaction or arrangement which might benefit the private interest of a member of the Board of Directors or Ex-Officio member of the Board of Directors resulting in a possible excess benefit transaction.
- Interested Person: An Interested Person is defined as any member of the Board of Directors or Ex-Officio member of the Board of Directors who has a direct or indirect financial interest.
- Financial Interest: A Financial Interest is when a person has, directly or indirectly, through business, investment, or family: a) An ownership or investment interest in any entity with which SCHoF has a transaction or arrangement; b) A compensation arrangement with SCHoF or with any entity or individual with which SCHoF has a transaction or arrangement; or c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which SCHoF is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
- Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to any SCHoF Board of Directors. This disclosure can be made at any time by contacting the any of the Association Directors, or making an announcement during a Board of Directors meeting.
- 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, the interested person shall leave the Board of Directors meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists by simple majority vote. These results will be reflected in the BOD minutes for the meeting.
- Procedures for Addressing the Conflict of Interest: a) An interested person may make a presentation at the Board of Directors meeting; but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest; b) An association officer shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement; c) After exercising due diligence, the Board of Directors shall determine whether SCHoF 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; d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in SCHoF’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. The results of this decision shall be reflected in the BOD minutes for the meeting.
- Violations of the Conflicts of Interest Policy: a) If the Board of Directors or committee has reasonable cause to believe a member has failed to disclose any actual or possible conflict 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; and b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors determines the member has failed to disclose an actual or possible conflict of interest, the BOD shall take appropriate disciplinary and corrective action.
- Records of Proceedings: The minutes of the Board of Directors 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 Board of Directors’ or committee’s decision as to whether a conflict of interest in fact existed; and b) The names of the persons who were present for discussions and the 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.
- Annual Statements: Each member of the Board of Directors shall annually read, understand, and agree to comply with the conflicts of interest policy statement. Each member of the Board of Directors shall confirm he understands that the SCHoF is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. Individuals refusing to comply with the Annual Statement will be asked to step down from their position in the Association.
- Signing of Annual statements: Annual statements will be routinely signed/agreed upon in conjunction with the annual business meeting and the election of a new Board of Directors.
- Review of Annual statements: Annual statements will be reviewed by an Association Officer and maintained on file for a period of at least three years from the date of signature/agreement as documented in meeting minutes.
- Periodic Reviews In addition to the Annual Statement: To ensure SCHoF operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. These reviews may be requested at any time by any member of the Board of Directors.
X. Whistleblower Policy
- Whistleblower Policy Purpose: The public expects SCHoF to abide by ethical standards that promote the public good. SCHoF views its tax-exempt status as a privilege that requires serious protection. From federal tax and tax-exemption points of view, the whistleblower rules are extremely relevant for SCHoF. SCHoF is encouraged by the IRS to adopt an effective policy for handling complaints and to establish procedures to report in confidence any suspected financial impropriety or misuse of SCHoF’s resources. Therefore, SCHoF must have clear policies and procedures that allow staff, volunteers, or clients of the organization to report suspected wrongdoing within the organization without fear of retribution.
- Whistleblower Policy intent: SCHoF’s intent of this policy is to create avenues for communication with the members of the Board of Directors to expose those allegedly involved in improper or unethical behavior.
- Whistleblower: A Whistleblower, in the SCHoF tax-exempt organization context, is anyone who “blows the whistle” on a corrupt promoter of schemes designed to divert or distort the use or reporting of the charitable use of Association receipts or resources.
- Nature of Violations included on IRS Form 13909: Tax-Exempt Organization Complaint (Referral) Form include:
- · Directors/Officers/persons are using income/assets for personal gain
- · Organization is engaged in commercial, for-profit business activities Income/assets are being used to support illegal or terrorist activities
- · Organization is involved in a political campaign
- · Organization is engaged in excessive lobbying activities
- · Organization refused to disclose or provide a copy of Form 990
- · Organization failed to report employment, income, or excise tax liability properly
- · Organization failed to file required federal tax returns and forms
- · Organization engaged in deceptive or improper fundraising practices
- Who Can Submit a Complaint: Any member of the public, all individual members, and all members of the BOD concerned with behavior within SCHoF, can report in confidence any suspected financial impropriety or misuse of SCHoF’s resources by bringing the information forward directly to the attention of a member of the Board of Directors.
- How to Submit a Complaint: Any report of suspected financial impropriety or misuse of SCHoF’s resources should be submitted in writing to any member of the Board of Directors by letter in person or by mailing to the SCHoF at the following address:
Space Camp Hall of Fame
c/o US Space & Rocket Center
One Tranquility Base
Huntsville, Alabama 35805
Any report of suspected financial impropriety or misuse of SCHoF’s resources may also be emailed to any member of the Board of Directors.
- Determining Financial Impropriety or Misuse of SCHoF’s Resources: After receiving a report of suspected financial impropriety or misuse of SCHoF’s resources, the recipient will immediately notify a member of the BOD and present the matter at the next Board of Director meeting. The report will be reviewed, and a determination will be made as to whether to conduct an investigation.
- Violations of Propriety and Use of SCHoF’s Resources: a) Following the conduct of the investigation, the results will be reported back to the Board of Directors with recommendations for corrective action, if warranted; and b) If the Board of Directors has reasonable cause to believe a financial impropriety or misuse of SCHoF’s resources exists, it shall review the recommendations for corrective action and shall determine what actions are required to correct the violation.
- Records of Proceedings: The minutes of the Board of Directors shall contain a summary of the financial impropriety or misuse of SCHoF’s resources and the corrective actions directed by the Board of Directors.
- Required Response: The Secretary shall prepare a written response to the individual who originally submitted the suspected financial impropriety or misuse of SCHoF’s resources. The letter will be signed by a member of the BOD.
- Document Retention: A copy of the response letter, the original complaint, and any important documents related to this matter will be maintained on file for a period of at least three years from the date when the matter was closed.
XI. Document Retention and Destruction Policy
- SCHoF will retain all voting results and document any issues/discrepancies from the selection process of each induction class. It is not the responsibility of the SCHoF to maintain a record of all nominations submitted as it is assumed the USSRC will maintain those records.
- SCHoF will permanently retain all records pertaining to application for recognition of tax-exempt status, the determination letter for recognizing tax-exempt status, and organization documents such as article of incorporation and by-laws with amendments (i.e.; the SCHoF Charter), as well as board minutes.
- SCHoF will retain all books, records, receipts, and other documentation that show SCHoF complies with current Federal tax rules in order to document the sources of receipts reported on the SCHoF annual tax return (i.e., Form 990). Records must support income, expenses, and credits reported on SCHoF annual tax return (i.e., Form 990 series and other tax returns.)
- SCHoF will retain records for federal tax purposes for as long as they may be needed to document evidence of compliance with provisions of the Internal Revenue Code. As a rule, SCHoF will maintain these record until the statute of limitations runs out or three years after the date the return is due or filed, whichever is later.
- SCHoF reserves the right to retain documents in any appropriate medium (such as hard copy or electronically) without notification to the general membership or public.
- When the statute of limitations has expired or when the documents are no longer required, the appropriate SCHoF officer has the right to destroy SCHoF records without notification to the general membership or public. Documents will be shredded, burned, or electronically destroyed to ensure the privacy and proprietary nature of any information contained in the documents is protected.
XII. Public Inspection of SCHoF Charter and Tax Documents
- SCHoF will make available for public inspection, upon request and without charge, original and amended annual information returns for a period of three years from the date the return was required to be filed (including any extensions) or was filed, whichever is later. For purposes of inspection, this annual information return includes an exact copy of the return (such as Form 990) and amended return if any, and all schedules, attachments, and supporting documents filed with the IRS.
- SCHoF will make available for public inspection, upon request and without charge, its application for tax-exempt status.
- SCHoF will make available for public inspection, upon request and without charge, its current Charter.
- SCHoF reserves the right to have a SCHoF Board Member present during any public inspection of SCHoF documentation/records.
- Since SCHoF does not maintain a permanent office, public inspection will be performed at a reasonable location of SCHoF’s choice.
- Requests for public inspection of SCHoF documents shall be made in writing and by mailing this written request to the following address:
Space Camp Hall of Fame
c/o US Space & Rocket Center
One Tranquility Base
Huntsville, Alabama 35805
- As a minimum, the “Public Inspection of SCHoF Charter and Tax Documents” process will be posted on the public SCHoF website and may be included on routine SCHoF correspondence and event brochures.
- For public inspection requesting hard copies, SCHoF will provide the requested copy within 30 days from the date it receives the written request at the SCHoF post office box. Based on the request, SCHoF may charge a reasonable fee for providing copies (not to exceed the per page rate the IRS charges for providing copies.). If most cases, this charge can be avoided if the request is for electronic copies and an email address is included in the written request.
- The following Amendments are fully incorporated in the text of this Charter / Bylaws:
Approved by vote of General Membership during the period of 1-30 December 2012.
Ms. Penny J. Pettigrew
2012 Executive Director