Table of Contents
ARTICLE 1 – OFFICES
ARTICLE 2 – MISSION & PURPOSE
ARTICLE 3 – BOARD OF DIRECTORS
ARTICLE 4 – OFFICERS OF THE BOARD
ARTICLE 5 – COMMITTEES
ARTICLE 6 – EXECUTION OF INSTRUMENTS, DEPOSITS AND FINDS
ARTICLE 7 – EXECUTIVE DIRECTOR AND STAFF
ARTICLE 8 – CONFLICT OF INTEREST
ARTICLE 9 – AMENDMENTS
ARTICLE 10 – DISSOLUTION
ARTICLE 11 – CORPORATE RECORDS, REPORTS AND SEAL
ARTICLE 12 – IRS 501(C)(3) TAX EXEMPTION PROVISIONS
ARTICLE 13 – CONSTRUCTION AND TERMS
Section 1.1 The principal office of Starfield Ministries (the “Corporation”) shall be located at
2033 Lost Meadow Drive, St. Charles, Missouri 63303.
Section 1.2 The Corporation may have other offices, within or without the State of Missouri
(the “State“), where it is qualified to do business (if required by applicable law), as its business and
activities may require, and as the board of directors of the Corporation (the “Board”) may designate from
time to time.
MISSION & PURPOSE
Section 2.1 The mission of the corporation (the “Mission”) is to provide educational astronomy
programming and access to dark night skies to groups, families and individuals from a Judeo/Christian
faith perspective and worldview.
Section 2.2 The Corporation is incorporated exclusively for charitable and educational purposes
within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended from time to
time (the “Code“), or the corresponding section of any future federal tax code, and corresponding
BOARD OF DIRECTORS
Section 3.1 Members. The Corporation shall have no members. All powers, obligations and rights of
members provided by law shall reside in the Board.
Section 3.2 Board Size, Composition, Role. The Board shall consist of not less than seven (7) nor
more than fifteen (15) directors (“Directors“). The initial number of Directors shall be set at the first
meeting of the Board. The direction and management of the affairs of the Corporation and the control
and disposition of its properties and funds shall be vested in the Board. The Board may delegate the
management of some or all of the day-to-day operations of the business of the Corporation to the
Corporation’s executive director (the “Executive Director“), an entity(ies) or another person(s),
provided that the business, property and affairs of the Corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the Board. At a time convenient to the Board,
the Board shall hire an Executive Director.
Section 3.3 Qualifications. Directors shall be at least eighteen (18) years of age.
Section 3.4 Powers. Subject to the provisions of the laws of the State and any limitations in
the Articles of Incorporation of the Corporation filed with the Secretary of State of the State of
Missouri (the “Articles of Incorporation“) or these Bylaws, the activities and affairs of the Corporation
shall be conducted and all corporate powers shall be exercised by or under the direction of the Board.
Section 3.5 Duties. The Directors shall:
a. perform any and all duties imposed on them collectively or individually
by law, by the Articles
of Incorporation or by these Bylaws;
b. Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws,
prescribe the duties and fix the compensation, if any, of all officers (the “Officers“), agents and
employees of the Corporation;
c. Supervise all Officers, agents and employees of the Corporation to
assure that their duties are
d. Meet at such times and places as required by these Bylaws;
e. Register their addresses with the Secretary of the Corporation.
Notice of any meeting shall be given to each Director in person, in phone only if by live conversation,
by electronic or facsimile transmission sent to each Director’s business or residence address as it appears
in the records of the Corporation or by written notice properly addressed to each director’s business or
residence address as indicated in the records of the Corporation, deposited in the United States mail,
postage prepaid, each at least ten (10) days in advance of such meeting. It shall be the responsibility
of each Director to notify the Secretary of any change of his or her address(es);
f. Make policies regarding the duties of the Officers;
g. Sit on not less than one (1) committee of the Board (a “Committee”);
h. Protect and promote the financial assets and stability of the
Corporation, including development and approval of the annual budget;
i. Perform any other legal, fiduciary and ethical responsibility
attributed to directors of nonprofit organizations according to applicable State law.
Section 3.6 Term of Office. Each Director shall hold office for a period of three (3) years and
until his or her successor is elected. Director terms shall be staggered so that approximately one
third of the terms will expire each year. If new Directors are authorized, their initial terms shall
be set to follow this rule. Unless there are vacancies, reductions in the number of Directors shall
take place only at the annual meeting. Vacant seats may be removed at any regular or special meeting,
but in no event shall the Board consist of less than seven (7) Directors.
Section 3.7 Compensation. Directors shall serve without compensation; provided, however, that they
shall be allowed reasonable advancement or reimbursement of expenses incurred in connection with the
performance of their duties.
Section 3.8 Place of Meetings. Meetings shall be held at the principal office of the Corporation unless
otherwise provided by the Board.
Section 3.9 Meetings. The Board shall meet at least annually, at an agreed upon time and location.
Any Director with three (3) consecutive unexcused absences may be removed from the Board an Act of the
Board (as defined below). Meetings may take place in person, by telephone, by video, over the internet,
or by using any other effective form of electronic conferencing technology, or by a combination of the
aforementioned modes of communication.
At the first meeting of the Board, the initial Directors shall elect the full Board, which shall
consist of Directors with staggered terms of one (1), two (2) or three (3) years. Voting for the election
of Directors shall be by written ballot. Each Director shall cast one vote per candidate and may vote for
as many candidates as the number of candidates to be elected to the Board. The candidates receiving the
highest number of votes up to the number of Directors to be elected shall be elected to serve on the
In the event of a vacancy, the existing Board shall fill the vacancy for the expiring term.
Section 3.10 Special Meetings. Special meetings of the Board may be called by the Chairperson,
Vice-Chairperson, Secretary, by any two Directors, or, if different, by the persons specifically authorized
under the laws of the State to call special meetings of the Board. Such meetings shall be held at
the principle office of the Corporation or, if different, at the place designated by the person or
persons calling the special meeting.
Section 3.11 Terms. Board members shall be elected for three-year terms. No Board member can
serve more than two consecutive terms without going off of the Board for a minimum of one (1) year.
Section 3.12 Waiver of Notice. Whenever any notice of a meeting is required to be given to any
Director under provisions of the Articles of Incorporation, these Bylaws or the law of the State,
a waiver of notice in writing signed by the Director, whether before or after the time of the meeting,
shall be equivalent to the giving of such notice. Attendance of a Director at any meeting waives any
notice requirement of the meeting, unless the Director upon arriving at the meeting or prior to the
vote on a matter not noticed in conformity of these Bylaws or applicable law, objects to the lack of
notice and does not vote for or assent to the objected meeting or matter.
Section 3.13 Quorum for Regular or Special Meetings. At all Board meetings, one third (1/3) of the
members of the Board shall constitute a quorum.
Except as otherwise provided under the Articles of Incorporation, these Bylaws or provisions of applicable
law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the
only motion that the Chair shall entertain at such meeting is a motion to adjourn. In case of failure to
obtain a quorum, the Executive Committee may conduct business or take action as needed.
Section 3.14 Majority Action As Board Action. 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 is the act of the Board
(an “Act of the Board“), unless the Articles of Incorporation, these Bylaws or applicable law state
In lieu of a meeting, the Board may act by written agreement, resolution or otherwise, provided that
such written agreement is signed by the majority of the Directors. The Secretary shall enter all such
written actions with the affirming signatures in the records of the Corporation.
Section 3.15 Conduct of Meetings. Meetings of the Board shall be presided over by the Chairperson or,
in his or her absence, by the Vice Chairperson or, in the absence of each of these persons, by a
Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the
Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence
the presiding Officer shall appoint another person to act as Secretary of the Meeting.
Section 3.16 Vacancies. Vacancies on the Board shall exist (i) on the death, resignation or removal
of any Director, and (ii) whenever the number of Directors is increased pursuant to the Articles of
Incorporation, these Bylaws or applicable law.
Any Director may resign by giving written notice to the Chairperson, the Secretary, or to any
Director, and such notice shall state whether the resignation is effective immediately or at a later
date; provided, however, that no Director may resign if the Corporation would then be left without
three (3) duly-elected Directors in charge of its affairs, except upon notice to the Office of the
Attorney General or other appropriate State agency. Directors may be removed from office, with our
without cause, as permitted by and in accordance with the laws of the State, upon a majority vote of
the Directors at a regular or special meeting.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or applicable law,
vacancies on the Board may be filled by Act of the Board. If the number of Directors then in office
is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors
then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall
hold office until the next election of the Board or until his or her death, resignation or removal from
Section 3.17 Nonliability of Directors. The Directors shall not be personally liable for the debts,
liabilities or other obligations of the Corporation.
Section 3.18 Indemnification By Corporation of Directors and Officers. The Directors and Officers
shall be indemnified by the Corporation to the fullest extent permissible under the laws of the State.
Section 3.19 Insurance for Corporate Agents. Except as may be otherwise provided under provisions
of law, the Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf
of any agent of the Corporation (including a Director, Officer, employee or other agent of the Corporation)
against liabilities asserted against or incurred by the agent in such capacity or arising out of the
agent’s status as such, whether or not the Corporation would have the power to indemnify the agent
against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
OFFICERS OF THE BOARD
Section 4.1 Designation of Officers. The Officers shall be a Chairperson, a Vice Chairperson, a
Secretary, and a Treasurer. The Corporation may also have one or more Vice Chairpersons, Assistant
Secretaries, Assistant Treasurers, and other such Officers with such titles as may be determined from
time to time by the Board.
Section 4.2 Qualifications. Any Director may simultaneously serve as an Officer unless he or she
receives compensation from the Corporation for his or her services to the Corporation.
Section 4.3 Election and Term of Office. The Officers shall be elected annually by the Board at the
annual meeting of the Board. Vacancies in such offices may be filled at any meeting of the Board. Each
Officer shall hold office until such Officer’s successor has been duly elected by the Board, until such
Officer’s death, until such Officer resigns or until such Officer has been removed in the manner
Section 4.4 Removal and Resignation. Any Officer may be removed with or without cause by the Board
at any time. Any Officer may resign at any time by giving written notice to any Director. Any such
resignation shall take effect at the date of receipt of such notice or at any later date specified
therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. The above provision of this Section shall be superseded by any
conflicting terms of a contract which has been approved or ratified by the Board relating to the
employment of any Officer.
Section 4.5 Vacancies. Any vacancy caused by the death, resignation, removal, disqualification or
otherwise of any Officer shall be filled by the Board. In the event of a vacancy in any office other
than that of Chairperson, such vacancy may be filled temporarily by appointment by the Chairperson
until such time as the Board shall fill the vacancy. Vacancies occurring in offices or Officers
appointed at the discretion of the Board may or may not be filled as the Board shall determine.
Section 4.6 Duties of Chairperson. The Chairperson shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board, supervise and control the affairs of the
Corporation and the activities of the Officers. He or she shall perform all duties incident to his
or her office and such other duties as may be required by the Articles of Incorporation, by these Bylaws,
by applicable law or which may be prescribed from time to time by the Board. Unless another person is
specifically appointed as Chairperson of the Board, the Chairperson shall preside at all meetings of
the Board. Except as otherwise expressly provided by the Articles of Incorporation, or by these
Bylaws or by applicable law. he or she shall, in the name of the Corporation, execute such deeds,
mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized
by the Board.
Section 4.7 Duties of Vice Chairperson. In the absence of the Chairperson, or in the event of his
or her inability or refusal to act, the Vice Chairperson shall perform all the duties of the Chairperson,
and when so acting shall have all the powers of, and be subject to all the restrictions on, the
Chairperson. The Vice Chairperson shall have other powers and perform such other duties as may be
prescribed by the Articles of Incorporation, by these Bylaws, by applicable law or as may be prescribed
by the Board.
Section 4.8 Duties of Secretary. The Secretary shall:
a. Certify and keep at the principal office of the Corporation the
original, or a copy, of these Bylaws as amended, supplemented, restated or otherwise modified from time
b. Keep at the principal office of the Corporation or at such other place
as the Board may determine a book of the minutes of all meetings of the Board, and, if applicable,
meetings of Committees and of members, if any, containing the time and place of such meeting, whether
the meeting was regular or special, how the meeting was called, how notice of the meeting was given,
a roster of those in attendance or represented at the meeting, and the proceedings thereof;
c. See that all notices are duly given in accordance with the provisions
of these Bylaws or as required by applicable law;
d. Be custodian of the records of the Corporation;
e. Upon written request and within a reasonable period of time, allow
any Director, or his or her agent or attorney, to inspect the Bylaws and the minutes of the proceedings
of the Board; and
f. In general, perform all duties incident to the office of Secretary
and such other duties as may be required by the Articles of Incorporation, by these Bylaws, by
applicable law or that may be assigned to him or her from time to time by the Board.
Section 4.9 Duties of Treasurer. The Treasurer shall:
a. Have charge and custody of, and be responsible for, all funds and
securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks,
trust companies or other depositories as shall be selected by the Board;
b. Receive, and give receipt for, monies due and payable to the Corporation
from any source whatsoever;
c. Disburse, or cause to be disbursed, the funds of the Corporation as
may be directed by the Board, taking proper vouchers for such disbursements;
d. Keep and maintain adequate and correct accounts of the Corporation’s
properties and business transactions, including accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
e. Provide for inspection at all reasonable times the books of account
and financial records to any Director of the Corporation, or to his or her agent or attorney, on request
f. Upon written request and within a reasonable period of time, allow any
Director, or his or her agent or attorney, to inspect the books of account and financial records of the
g. Render to the Chairperson and Directors, whenever requested, an account
of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation;
h. Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial statements to be included in any required reports; and
i. In general, perform all duties incident to the office of Treasurer
and such other duties as may be required by the Articles of Incorporation of the Corporation, by these
Bylaws, by applicable law or that may be assigned to him or her from time to time by the Board.
Section 4.10 Compensation. The salaries of the Officers, if any, shall be fixed from time to time by
resolution of the Board. In all cases, any salaries received by Officers of this Corporation shall be
reasonable and given in return for services actually rendered to or for the Corporation.
Section 5.1 General Committees. The Board may by resolution of the Board create committees as
needed; provided, however, that there shall always exist three (3) standing committees, which shall be
(i) an Executive Committee, (ii) a Finance Committee and (iii) a Program Committee. The Chairperson shall
appoint all Committee chairpersons, which shall simultaneously be serving as members of the Board.
Section 5.2 Executive Committee. The Chairperson, Vice Chairperson, Secretary and Treasurer shall
constitute the Executive Committee. The Executive Committee shall, subject to the Board’s discretion,
determine each agenda and establish meeting dates. The Executive Director shall be a member of the
Executive Committee; provided, however, that the Executive Director shall not be allowed to vote upon
any matter that comes before the Executive Committee.
The Executive Committee shall provide a written annual performance review of the Executive Director at
least once per year. Except for the power to amend the Articles of Incorporation and these Bylaws, the
Executive Committee shall have all of the powers and authority of the Board in the intervals between
meetings of the Board, subject to the Board’s discretion and control.
Section 5.3 Finance Committee. The Treasurer shall chair the Finance Committee, which shall include
at least two (2) other Directors. The Finance Committee, together with staff and other Directors, shall
be responsible for developing and reviewing fiscal procedures, an annual budget and an annual audit.
The Finance Committee shall also be responsible for protecting financial assets and complying with all
state and federal financial reporting deadlines and forms. The Board must approve the budget, and all
expenditures must be within the budget. Any material change in the budget must be approved by the
Board or the Executive Committee. The fiscal year shall be January 1 to December 31 of each year.
The Executive Committee shall provide to the Board quarterly reports showing income, expenditures and
pending income and expenses.
Section 5.4 Program Committee. The Executive Director shall chair the Program Committee, which shall
recommend, advise and direct the program activities of the Corporation. The Program Committee may
recommend to the Board new projects and programs that fulfill the Mission.
Section 5.5 Meetings and Action of Committees. Meetings and action of Committees shall be governed
by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the
Board, with such changes in the context of such Bylaw provisions as are necessary to substitute the
Committee and its members for the Board and its members; provided, however, that the time for regular
and special meetings of Committees may be fixed by resolution of the Board or by such Committee.
The Board may also adopt rules and regulations pertaining to the conduct of Committee meetings to
the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FINDS
Section 6.1 Execution of Instruments. The Board, except as otherwise provided by these Bylaws,
may by resolution authorize any Officer or agent of the Corporation to enter into any contract or to
execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. Unless so authorized, no Officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or engagement or to pledge
its credit or to render it liable monetarily for any purpose or in any amount.
Section 6.2 Checks and Notes. Except as otherwise specifically determined by Board resolution, or as
otherwise required by applicable law, checks, drafts, promissory notes, orders for the payment of money
and other evidence of indebtedness of the Corporation shall be signed by an Officer of the Corporation,
or by two Officers if the amount exceeds $1,000.
Section 6.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other depositories as the Board may select from time
to time. The Secretary, when authorized by the Board, shall provide such banking resolutions as are
required in connection with the Corporation’s banking and financial transactions.
Section 6.4 Gifts. The Board may accept on behalf of the corporation any contribution, gift, bequest
or devise for the nonprofit purposes of the Corporation.
EXECUTIVE DIRECTOR AND STAFF
The Board shall at its discretion hire a salaried Executive Director. The Executive Director shall
have day-to-day responsibility for the Corporation, including carrying out the Corporation’s purposes and
the Board’s policies. The Executive Director shall serve as an ex-officio participant of the Board and
all Committees and shall carry out the duties described in the Executive Director’s job description.
The Board may designate other duties as are necessary from time to time. The Executive Director shall
be responsible for hiring and managing all other staff members of the Corporation.
CONFLICT OF INTEREST
No contract or transaction between the Corporation and one or more of its Directors or Officers, or
between the Corporation and any other corporation, partnership, association or other organization in
which one or more of its Directors or Officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the Director or Officer is present
at or participates in the meeting of the Board or Committee thereof which authorizes the contract or
transaction if: (1) in advance, the material facts as to his or her, or their relationship or interest
and as to the contract or transaction are disclosed or are known to the Board or the Committee; and (2)
a majority of the Board or Committee in good faith reasonably believes the contract or transaction is
not unfair to the Corporation. Common or interested directors may not be counted in determining the
presence of a quorum at a meeting of the Board or of a Committee which authorizes the contract or
transaction, and such interested Directors or Officers may not vote in connection with transaction
or contract in which such Director or Officer has a financial interest.
In addition, any Director, any Committee member and any staff member who is an officer, board member,
committee member or staff member of an organization with whom the Corporation is considering a relationship
shall identify his or her affiliation with such organization, agency or agencies, and he or she shall
not participate in the decision affecting that organization or agency and the decision must be made
and/or ratified by a majority of disinterested members of the Board.
These Bylaws may be amended at any regular Board meeting by a vote of two-thirds (2/3) of the
Directors present and voting, after having been presented to the entire Board in writing a minimum of
fourteen (14) days prior to the meeting.
Upon dissolution of the Corporation, the Corporation shall, after paying or making provisions for
the payment of all the liabilities of the Corporation, give all of the assets to such organization or
organizations organized and operated exclusively for charitable or educational purposes as shall at the
time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the
corresponding provision of any future United States Internal Revenue Law), as the Chair shall determine.
Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in
which the principle office of the Corporation is then located, exclusively for such purposes, or to
such organization or organizations as said court shall determine, which are organized and operated
exclusively for such purposes.
CORPORATE RECORDS, REPORTS AND SEAL
Section 11.1 Maintenance of Corporate Records. The Corporation shall keep at its principle office
a. Minutes of all Board meetings and Committee meetings. The minutes
shall indicate the time and place of such meetings, whether the meetings are regular or special, how the
meetings are called, the notice given of such meetings, a roster of the those present and the proceedings
b. Adequate and correct books and records of account, including accounts
of its properties and business transactions, and accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
c. A record of the members of its Board, Committees, staff and volunteers,
which includes names, addresses, phone numbers, email addresses, and facsimile numbers (in each case, if
available), and, if applicable; and
d. A copy of the Corporation’s Articles of Incorporation and Bylaws as
amended, supplemented, restated or otherwise modified from time to time.
Section 11.2 Corporate Seal. The Corporation shall not have a seal.
Section 11.3 Directors’ Inspection Rights. Any current Director shall have the absolute right at
any reasonable time to inspect and copy all books, records and documents of every kind and to inspect
the physical properties of the Corporation and shall have such other rights to inspect the books, records
and properties of this Corporation as may be required under the Articles of Incorporation, other provisions
of these Bylaws, and applicable law.
Section 11.4 Right to copy and Make Extracts. Any inspection under these Bylaws may be made in
person or by agent or attorney and the right to inspection shall include the right to copy and make
extracts by paying the reasonable costs of such copying or extracts.
Section 11.5 Periodic Report. The Board shall cause any annual or periodic report required by
applicable law to be prepared and delivered to an office of the State to be so prepared and delivered
within the time limits set by law.
IRS 501(C)(3) TAX EXEMPTION PROVISIONS
Section 12.1 Limitations on Activities. No substantial part of the activities of this Corporation
shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as
otherwise provided by Section 501(h) of the Code), and the Corporation shall not participate in, or
intervene in (including the publishing or distribution of statements), any political campaign on behalf
of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities
not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3)
of the Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the
Section 12.2 Prohibition Against Private Inurement. No part of the net earnings of the Corporation
shall inure to the benefit of, or be distributable to its Directors, trustees, Officers or other private
persons; provided, however, that the Corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and costs incurred on behalf of the Corporation, and to make payments
and distributions in furtherance of the purposes of the Corporation.
CONSTRUCTION AND TERMS
Section 13.1 Conflicts. If there is any conflict between the provisions of these Bylaws and the
Articles of Incorporation, the provisions of the Articles of Incorporation shall govern.
Section 13.2 Invalidity. Should any of the provision or portions of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be
unaffected by such holding.