Complete Bylaws

Bylaws of the Orbital Space Research Association

Article I: Name and Purpose

  1. The name of the society is the Orbital Space Research Association (OSRA).
  2. The purpose of OSRA, as defined in the constitution, is to promote peace on Earth through sports in space.

Article II: Membership

2.1 Eligibility Membership is open to individuals and organizations who support the purpose of the society. The society welcomes members from diverse backgrounds, including volunteers, students, professionals, and organizations with an interest in promoting peace through sports in space.

2.2 Categories of Membership Membership shall include several categories to accommodate the varying levels of participation and commitment among our members. Categories are as follows:

2.3 Rights and Obligations The rights and obligations of each membership category will be defined in a Membership Policy, to be developed and periodically reviewed by the Board of Directors. This policy will detail the engagement opportunities, voting rights, eligibility for office, and other aspects relevant to each category, ensuring all members can contribute meaningfully to the society’s goals.

2.4 Application and Approval Process Prospective members must apply for membership in accordance with the procedures established by the Board of Directors. The Board retains the authority to approve or reject membership applications based on the society’s objectives and the applicant’s alignment with its mission.

Article III: Board of Directors

3.1 Composition and Size The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) members, ensuring a manageable yet diverse group for effective governance. This size allows for a range of expertise and perspectives while maintaining efficient decision-making processes.

3.2 Election and Term Directors are elected for two-year terms with the possibility of re-election. Elections are held during the Annual General Meeting (AGM) to ensure transparency and member participation in the governance process.

3.3 Roles and Responsibilities The Board shall elect among its members individuals to fill the roles of President, Vice-President, Secretary, and Treasurer. These roles are crucial for the strategic and operational management of the society. To prevent conflicts of interest and ensure dedicated focus on key areas, the roles of President and Treasurer must not be occupied by the same person.

3.4 Youth Inclusion Notwithstanding the general requirement that directors must be at least 18 years of age, the society permits individuals aged 16 and 17 to serve as directors. This inclusion fosters a diverse and innovative leadership environment, encouraging active participation from younger members of the community. Directors under the age of 18 must have the consent of their parent or legal guardian.

3.5 Meetings The Board of Directors shall meet at least quarterly to discuss and make decisions on the society’s strategic direction, financial health, and other critical matters. Special meetings may be called as necessary.

3.6 Board Committees To support the work of the society and address specific areas of interest or concern, the Board may establish committees as needed. These committees will operate under the guidance of the Board and are accountable to it.

Article IV: Meetings

4.1 Annual General Meetings (AGM) The AGM shall be held once each year, within six months of the end of the fiscal year. This meeting is essential for reviewing the society’s progress, financial health, and setting strategic directions for the upcoming year. The AGM provides a platform for all members to vote on critical issues, elect the Board of Directors, and engage in open dialogue about the society’s future.

4.2 Special General Meetings Special General Meetings may be convened by the Board of Directors or upon a written request signed by at least 10% of the membership. These meetings are intended to address urgent matters that arise between AGMs. The purpose of the meeting must be clearly stated in the notice sent to members.

4.3 Notice of Meetings Notice for any general meeting must be provided to all members at least 14 days in advance, including the date, time, location, and agenda. For AGMs, a 21-day notice is preferred to allow adequate preparation by members. Efforts will be made to accommodate all time zones, acknowledging the international composition of the membership.

4.4 Conducting Virtual Meetings Recognizing the global nature of the society and the need for inclusive participation, meetings may be held virtually using digital platforms. This ensures all members, regardless of their geographic location, can participate actively in the society’s governance. The Board of Directors will ensure that the chosen digital platform is accessible, secure, and capable of facilitating effective communication among participants.

4.5 Voting Votes at any general meeting can be cast in person or through electronic means as provided by the society. This flexibility ensures that all members have a voice, regardless of their ability to attend meetings physically. The society will adopt clear procedures for electronic voting to ensure the integrity and confidentiality of the voting process.

4.6 Quorum The quorum for any general meeting shall be 10% of the membership or a minimum of ten members, whichever is greater, to ensure that decisions are made with broad participation. If a quorum is not reached, the meeting shall be adjourned to a later date, and decisions made at the reconvened meeting will be valid regardless of quorum.

4.7 Use of Written Resolutions In lieu of holding formal meetings, the Board of Directors and members may opt to pass written resolutions for certain decisions. This is particularly practical for straightforward decisions or when the organization has a small number of members. A written resolution must be drafted to reflect the decision made and must be signed by all members who are entitled to vote on the matter. Such resolutions shall have the same effect as if decided upon in a formal meeting, provided they comply with the requirements set forth in these bylaws and applicable law.

Article V: Committees

5.1 Establishment of Committees The Board of Directors may establish committees as deemed necessary to advance the purposes and objectives of the Orbital Space Research Association (OSRA). These committees can address specific areas such as research, outreach, membership, finance, or any other function relevant to the society’s mission. Committees are created to provide focused attention on particular projects or operational areas, enabling the society to leverage specialized expertise and member engagement effectively.

5.2 Composition and Appointment Committee members may be drawn from the society’s membership at large, including Board members, based on their interest, expertise, and willingness to contribute. The Board retains the authority to appoint or approve the appointment of committee chairs and members. The composition of each committee should reflect the diversity of the society’s membership, with efforts made to include a range of perspectives and skills.

5.3 Duties and Responsibilities Each committee is charged with specific duties and responsibilities as defined at the time of its creation by the Board of Directors. These duties must align with OSRA’s overall goals and strategic plan. Committees are responsible for developing their work plans, setting objectives, and reporting regularly to the Board on their progress, challenges, and achievements.

5.4 Operating Procedures Committees are encouraged to establish their operating procedures, subject to approval by the Board. These procedures should include meeting schedules, decision-making processes, and communication protocols, ensuring that committee work is conducted efficiently and transparently. Flexibility in operating procedures is essential to accommodate the dynamic nature of the society’s work and the diverse global membership.

5.5 Review and Dissolution The Board of Directors will periodically review the performance and continued relevance of each committee to ensure it aligns with OSRA’s strategic priorities and makes effective use of volunteer resources. Committees may be dissolved or restructured by the Board as necessary to reflect changes in the society’s objectives, priorities, or resources.

Article VI: Financial Management

6.1 Fiscal Year The fiscal year of the Orbital Space Research Association (OSRA) shall commence on January 1 and conclude on December 31. This period facilitates structured financial planning and reporting.

6.2 Budgeting and Financial Planning An annual budget detailing anticipated income and expenses shall be prepared by the Treasurer and approved by the Board of Directors before the start of each fiscal year, ensuring financial activities align with OSRA’s goals and resources.

6.3 Financial Transactions and Accounts OSRA will maintain its funds in secure, reputable financial institutions, as determined by the Board. Financial transactions shall be conducted through these accounts to ensure accountability. Significant transactions, exceeding a predetermined threshold, require dual authorizations from designated Board members, typically the Treasurer and another officer, to safeguard against unauthorized financial actions.

6.4 Expense Management and Approval Expenses must align with the approved budget. Expenditures beyond the budgeted allocations or outside its scope necessitate prior Board approval. In emergencies, the President or Treasurer can authorize necessary expenditures within a limit set by the Board. Such actions must be reported to the Board promptly for subsequent approval.

6.5 Financial Reporting and Audit Accurate financial records are maintained by the Treasurer, who also presents financial reports at Board meetings and the Annual General Meeting (AGM). These reports include comparisons of actual income and expenditures against the budget. An annual audit by an independent auditor appointed by the Board ensures financial integrity. The audit findings are presented to the membership at the AGM. The Board may opt for more frequent audits based on operational needs.

6.6 Amendments and Exceptions The Board of Directors has the authority to amend these financial management policies as necessary to reflect changes in operational requirements or to enhance financial governance. All amendments must be recorded and communicated to the membership. Exceptions to these policies may be made by the Board under extraordinary circumstances, ensuring such decisions are documented and align with OSRA’s best interests.

6.7 Written Resolutions for Financial Decisions For financial decisions that do not require the deliberation afforded by a formal meeting, written resolutions signed by all Board members entitled to vote on the matter may be used. These resolutions must detail the decision regarding financial management or expenditures and are subject to the same oversight and reporting requirements as decisions made in formal Board meetings.

Article VII: Amendments to Bylaws

7.1 These bylaws may be amended at any AGM or Special General Meeting, provided that written notice of the proposed amendment has been given at least 30 days in advance. 7.2 A two-thirds majority vote of members present is required to amend the Bylaws.

Article VIII: Dissolution

8.1 Upon dissolution of OSRA, any remaining assets after payment of debts and liabilities shall be distributed to one or more organizations with similar purposes, as decided by the membership.

Article IX: Conflict of Interest

9.1 Directors and officers shall declare any conflict of interest regarding any agenda item at the beginning of a meeting.

Article X: Relationship with Other Organizations

10.1 Collaboration with APAS OSRA recognizes and values its relationship with Association Pax Astro Sport (APAS), a French association loi 1901, established in March 2024. Both organizations share the mission of promoting peace through sports in space, leveraging technological advancements to transform the approach to conflict and collaboration on a global scale. OSRA and APAS will collaborate on projects, share knowledge, and support each other’s initiatives to advance their common goals.

10.2 Partnership with Japanese NPO OSRA anticipates the establishment of a Japanese Non-Profit Organization (NPO), which, like OSRA and APAS, will be dedicated to the mission of fostering peace through space sports. This Japanese NPO is expected to draw on the experience of volunteers, especially those with expertise from the Tokyo 2020 Olympic Games, to contribute to the global network of volunteers supporting space sports initiatives. OSRA commits to working closely with this Japanese NPO once established, to enhance our collaborative impact and further our shared objectives.

10.3 Global Network and Collaboration Recognizing the importance of international collaboration in achieving its mission, OSRA is committed to building and maintaining strong partnerships with organizations worldwide, including APAS in France and the forthcoming Japanese NPO. These partnerships will facilitate the exchange of ideas, volunteer engagement, and the realization of projects that advance the vision of using space sports as a platform for peace. OSRA shall seek to establish agreements, joint projects, and collaborative initiatives with APAS, the Japanese NPO, and other like-minded organizations, both locally and internationally, to maximize the impact of its efforts towards peace and sports in space.

Article XI: Initial Plan

11.1 Establishment of Virtual Venues and Virtual Space Venues As part of its initial activities, OSRA commits to the creation and development of virtual venues. These platforms will serve as prototypes for hosting international sports competitions and events, demonstrating the potential for space sports and fostering global engagement and enthusiasm for the concept. Following the establishment of virtual venues, OSRA will progress to developing virtual space venues, which will specifically simulate environments for sports in space, providing an even closer approximation to the final vision of actual space sports events.

11.2 Demonstration Projects in Zero Gravity and Vacuum Environments OSRA plans to undertake demonstration projects that showcase sports in zero-gravity and vacuum environments. These projects will not only highlight the technical feasibility of space sports but also attract interest from the scientific community, potential partners, and the public. These demonstrations are crucial for validating concepts and technologies that could be used in actual space sports events.

11.3 Proposals for International Collaboration on Space Sports Events Recognizing the importance of international cooperation in realizing the vision of sports in space, OSRA will actively seek partnerships and collaboration with space agencies, international sports organizations, and other relevant entities. The organization will develop proposals to engage these stakeholders in discussions about hosting actual space sports events, leveraging the groundwork laid by virtual venues and demonstration projects.

11.4 Engagement with APAS and the Japanese NPO In line with its collaborative approach, OSRA will work closely with the Association Pax Astro Sport (APAS) in France and support the establishment of a Japanese Non-Profit Organization (NPO) with aligned goals. These partnerships will enable OSRA to draw on a broad base of expertise and volunteer support, enhancing the organization’s capacity to achieve its mission.

11.5 Volunteer and Member Involvement Volunteers and members will play a critical role in OSRA’s initial activities. The organization will launch initiatives to recruit, train, and engage volunteers in various capacities, from contributing to virtual venue development to participating in demonstration projects and advocacy for space sports. Member and volunteer feedback will be instrumental in shaping the direction and focus of OSRA’s projects and initiatives.

11.6 Guidance for Initial Activities The steps outlined above are included in the bylaws as guidance to enable OSRA to initiate its activities quickly and effectively. Recognizing that research and the industry related to space and sports will continue to evolve, these plans are designed with flexibility in mind. The organization is committed to adapting its approach as new information becomes available and as technological and industry advancements occur. This adaptability ensures that OSRA remains at the forefront of innovation in promoting peace through space sports.

Article XII: Diversity, Mentorship, and Community Engagement

12.1 Commitment to Diversity and Inclusion The Orbital Space Research Association (OSRA) is dedicated to fostering a diverse and inclusive environment that welcomes individuals from all backgrounds, including but not limited to age, gender, cultural background, and expertise. Recognizing that a diverse membership enhances creativity, innovation, and mission effectiveness, OSRA commits to promoting inclusivity across all its activities.

12.2 Engagement and Education OSRA will engage younger community members and underrepresented groups through various initiatives, such as mentorship, educational workshops, and collaborative projects with educational and community organizations. These efforts aim to provide valuable learning and leadership opportunities, enriching the community’s involvement in space, sports, and international cooperation.

12.3 Mentorship and Knowledge Sharing The organization values the role of mentorship and encourages the sharing of experiences and expertise among members and volunteers. Through both informal mentorship and the eventual development of formal programs, OSRA seeks to foster a culture of support and growth, enabling members to contribute effectively to its mission.

12.4 Leveraging Resources for Community Engagement With a focus on low-cost, high-impact initiatives, OSRA commits to maximizing its resources to engage and collaborate with its members and volunteers. This approach aims to build a strong, supportive community that actively contributes to and advances the organization’s goals.

12.5 Monitoring, Reporting, and Continuous Improvement OSRA will implement mechanisms to monitor the effectiveness of its initiatives related to diversity, mentorship, and community engagement. By regularly reporting on these initiatives’ progress and impact, the organization ensures transparency, fosters accountability, and promotes continuous improvement in its efforts to build a diverse and engaged community.