501(c)(3) Documentation

BYLAWS of the Mercury7 Science Center Inc (approved by board members October 31 2004) ARTICLE I NAME The name of the Corporation is Mercury7 Science Center Inc. ARTICLE II PURPOSE The purpose for which the Mercury7 Science Center(hereafter, MSC) is formed is exclusively for educational, scientific, research and other similar nonprofit purposes, as contemplated by Section 501(c)(3) of the Internal Revenue Code of 1986 (any reference herein to any provision of such Code shall be deemed to mean provisions as now or hereafter existing, amended, supplemented, or superseded). ARTICLE III DEFINITION OF INTEREST Mission Statement Project Mercury was the United States first space program, and the Mercury7 astronauts represented the things we all should aspire to be, brave, inventive, creative and persistent in the search for knowledge. Through presenting science and education that is entertaining, interactive, first hand, accessible, relevant and understandable, Mercury7 Science Center's comprehensive education programs and exhibits advance the Upstate's educational goals through expanding and enhancing the scientific and technological competence of students and educators. The Science Center will provide public access to information on advances in science and technology and the applications of these in the region. In providing this access, the Science Center will strive to reach out and to meet the needs of the community in its full diversity. The Science Center will develop a reputation as a center of excellence for science education both within the region and among the international science center community. Science has a critical role to play in the lives of the residents of the Upstate region. Future careers will be increasingly technologically oriented. Our children need to be informed and empowered in the fields of science and technology to individually and collectively embrace the opportunities available. The vision of Mercury7 Science Center is that this region will, through science literacy and capability, achieve industrial and economic growth and high employment, and its residents will enjoy the consequent social benefits. . ARTICLE IV MEMBERS MSC will not have a membership program ARTICLE V BOARD OF DIRECTORS (1) Definition The Board of Directors, hereinafter referred to as the "Board," is the main administrative body of the Council. (2) Purpose To provide leadership for and to represent and coordinate activities for the Mercury7 Science Center. This includes such items as appointing committees, appointing standing committee chairs, appointing the Departmental Directors, and other activities as specified by the Bylaws. (3) Composition The Board consists of Three, which are the President, Vice President and Secretary. (4) Selection of the Board Members (Directors) Terms of the board of directors is perpetual, upon the resignation or death of a board member, the remaining members will by majority fill the opening. (5) Meetings of the Board of Directors The Board of Directors shall meet at such times and places as designated by the President. The President or any one of three members of the Board may call a meeting of the Board. Additionally at least annually the board will meet with an advisory Panel appointed by the board and serving in a non-voting advisory capacity. The Board ordinarily meets two or three additional times throughout the year. (6) Functions of the Board of Directors The Board of Directors shall have the following functions : 1. To appoint, Secretary, and Treasurer and to determine the conditions of their appointments , these positions will be filled by members of the board when appropriate. 2.. To appoint and approve the appointment of the advisory panel., such panels will have a life of one year which may be extended annually as needed. 4. To review standards and processes for admission to membership in conformance with the Bylaws and to review applications for membership, including affiliates, prior to submission to the Council for approval. 5. To coordinate activities of the MSC 6. To call meetings of staff as necessary to conduct the business of rules for governing meetings. 7. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary. 8. To receive and disburse funds on behalf of the MSC 9. To make interim appointments to vacancies on the Board of Directors. Replacements made by reason of resignation or replacement of a member due to death. For Board member leave, the replacement shall be for the period of leave. 10. To invite individuals to attend Board meetings as observers. (7) Quorum A majority of the entire membership of the Board of Directors as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least one third of the board is present at all times. The affirmative vote of a majority of the members present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board (8) Unanimous Consent Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided all members consent in writing and set forth in the same writing the action or decision taken or made. Consent in writing shall have the same force and effect as a unanimous vote, and may be described as such in any document executed by or on behalf of the corporation. (9) Compensation Members of the Board of Directors other than officers and employees shall receive no compensation for their services but, by resolution of the Board, may be reimbursed for expenses incurred while acting on behalf of the corporation. Members of the board may fill compensated positions with in the organization when required, in those case compensation will be tied to industry standards. (11) Teleconferencing The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. (12) Advisory Panel By a vote of the majority of all the Board Members, Community leaders will be asked to serve on an advisory panel to help steer the MSC activities. No member of the board may act as part of the advisory panel. Community leaders will be compensated for their time in accordance with there salaries in the private sector. The advisory panel will meet at least once annually and more if needed. ARTICLE VI OFFICERS (1) Number The officers of the corporation shall be a President, Vice President and, Secretary, The president will also act as the treasurer. Assistant officers without voting rights may be deemed necessary may be elected or appointed by the Board of Directors. The duties of any such officers and assistant officers shall be fixed by the Board of Directors, or by the President if authorized to do so by the Board of Directors, but to the extent not so fixed, shall be those customarily exercised by corporate officers holding such offices. ARTICLE VII OFFICES The principal office of the Mercury7 Science Center shall be located in the state, city, and county of the resident institution of the Executive Director. Until such time as an Executive Director is employed, the President shall fulfill the role of Executive Director and the principal office shall be located in the city of the resident institution of the President or as designated by the Board. The registered office of the MSC shall be in South Carolina, the State of Incorporation, and may be, but need not be, identical with the principal office of the Executive Director and the address of the registered office may be changed from time to time by the Board of Directors or the President. In the event the Executive Director is not a resident of South Carolina, the Board of Directors shall appoint another person its registered agent. ARTICLE V111 AMENDMENTS The Bylaws or the Articles of Incorporation may be amended in whole or in part by a two-thirds majority vote of the Council except as otherwise specified for special circumstances in these Bylaws. Amendments may be proposed by any delegate either to the Board of Directors or to the assembled Council. The Board shall circulate the proposed amendment to all delegates at least thirty days prior to vote. In addition, all amendments must be discussed at a Council meeting prior to a vote by the delegates. ARTICLE V1111 PUBLICATIONS The Board of Directors shall prepare directly or through delegation an annual report of activities and such special bulletins and reports as are deemed necessary. ARTICLE X MISCELLANEOUS PROVISIONS (1) Fiscal Year The annual accounting period of the corporation shall be determined by the Board of Directors. (currently accounting period ends in October (2) Checks All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. (3) Contracts All contracts, notes or other evidences of indebtedness, and leases of space for the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Note: The following is not part of the bylaws but part of the operating procedures of the organization. Employee Compensation Compensation for all employees of MSC is determined by polling of Science centers around the United States, This polling data may be taken from published literature by the science center community or by direct polling to determine average wages.