Massachusetts Convention Fandom Inc.
Article I: Membership
1.1There shall be two classes of membership in the Corporation:
(A) Voting Membership, which entitles its holders to all the rights, privileges, and duties of active membership in the Corporation including the right to vote.
(B) Non-Voting Membership, which entitles its holders to all the rights, privileges, and duties of active membership in the Corporation except voting rights.
1.2 A person becomes a Member by being invited to join by the Membership and paying the required dues and assessments not later than ninety days after such invitation. Persons may be invited to join by a three-fifths majority vote of the Membership by secret ballot. The Treasurer shall notify persons so invited of the invitation and the dues and assessments they owe.
1.3 (A) Whenever Voting Members are three months or more behind in their payment of dues or assessments, they shall automatically be transferred to Non-Voting Membership for as long as such arrears shall continue.
(B) Whenever Members of any class are six months or more behind in their payment of dues or assessments, their membership shall automatically expire.
(C) If dues or assessments are being collected, the Treasurer shall publish a report on the state of each Member's dues and assessments at least every six months. One such report shall be published no later than one month prior to the scheduled date of the Annual Meeting (see section 2.2).
1.4 (A) Dues may be imposed for particular periods of time and shall be owed for each period by all persons who are Members or become Members during such period.
(B) Assessments are advances to the Corporation by Members that may be imposed for particular periods of time. Assessments shall be owed for each period by all persons who are Members or become Members during such period and, unless the assessment has been refunded, by all who become Members after such period. Assessments paid by Members are not refunded because their membership terminates. When refunded, assessments shall be paid back to all those who paid them, whether or not they are still Members.
(C) Different amounts of dues or assessments, including zero, may be set for each class of membership.
1.5 The amount of dues and assessments, refunds of assessments, provisions for new Members to pay accumulated assessments in installments, and the expulsion of Members shall be determined by the Membership as serious matters (see Section 5.1).
1.6 (A) All Voting Members must participate actively in the management of the Corporation.
The Board of Directors shall determine what constitutes active participation; it should include physical or electronic attendance at meetings, communications distributed to the entire Membership, or such other means as may be acceptable to the Board.
(B) Any Voting Member who has not participated (as determined by the Board) over a period of three successive months shall be transferred to Non-Voting Membership. Non-Voting Members shall be restored to Voting Membership after they subsequently resume participation of the appropriate form, unless the provisions of Sec. 1.4(A) apply.
(C) Whenever Members fail to participate over a period of nine months, their memberships shall expire.
1.7 In accordance with the provisions of Section 1.6 the Board of Directors shall determine whether Members are actively participating. The names of non-participating Members shall be reported to the Membership which may, by majority vote, choose to allow such Members to retain their current membership level and/or membership; Members whose status is in question shall be allowed to take part in such a vote if they were Voting Members immediately prior to the Board's decision.
Article II: Meetings of the Membership
2.1 Meetings of the Membership shall be held at least once per calendar year at such times and places as the Membership, the Board of Directors, or the President shall determine. Any location chosen for a meeting shall have electronic access such that any Member can attend the meeting either physically or electronically.
2.2 The first meeting in the October-December quarter shall be the Annual Meeting at which the Officers shall be elected, annual reports shall be received, and normal business may be transacted. An Annual Meeting must be held during this quarter.
2.3 The Secretary shall notify all Members in advance, in writing, of the place, date, and hour of each meeting.
2.4 A quorum consists of five Voting Members or twenty-five percent of all Voting Members, whichever is greater, attending in person or electronically. A number less than a quorum, present at a meeting, may adjourn or reschedule that meeting to another time and place.
2.5 Except where superseded by these by-laws, meetings shall be conducted according to Robert's Rules of Order, Newly Revised, or according to such other rules as the Membership may adopt.
2.6 In the absence of the President at a meeting, the Membership shall elect a Temporary Chairman, who shall preside until the arrival of the President. Until the election of a Temporary Chairman, any Voting Member may preside. In the absence of the Secretary at a meeting, the presiding officer may appoint a Temporary Secretary, who shall perform the function of Secretary during that meeting. "Presiding officer" means any person lawfully presiding at a meeting.
2.7 Whenever the office of President is vacant, any other Officer may schedule a meeting, and in the absence of any Officer, any Voting Member may schedule a meeting. The person scheduling the meeting shall perform the function of the Secretary in notifying the Members of the meeting if the Office of Secretary is vacant.
2.8 (A) Members
participating in a meeting electronically shall have the same rights and
privileges as if they were participating in person, including,
but not limited to, the right to make motions, to speak in debate, to nominate, and to vote on
all matters before the meeting.
(B) Any motion which may be made in a Meeting or vote or election which may be taken in a Meeting, may also be taken by physical mail, email, or other electronic means of communication provided that all Members receive reasonable notice of the vote sent to an electronic or physical address of record, and all Members are given a reasonable amount of time in which to return their vote.
Article III: Officers
3.1 At the Annual Meeting, the Membership shall elect, in order, a President, Treasurer, and Secretary. The Officers so elected shall assume office at the conclusion of all elections and their term of office shall be until the next Annual Meeting and thereafter until their successors are elected. Nominations shall be from the floor at the Annual Meeting, but nomination of an absent person is inadmissible unless the written consent of the nominee is submitted to the presiding officer. A majority of votes cast is required to elect. A preferential ballot shall be used for any Office for which there are more than two candidates. Only Voting Members are eligible for office. No person can exercise the powers of more than one Office at any one time.
3.2 Any Officer may be recalled by the Membership as a serious matter.
3.3 Whenever a person elected to Office becomes permanently unavailable, a special election shall be held without undue delay to fill the Office. Whenever the person elected to Office is unavailable, the Board of Directors shall temporarily fill the vacancy by appointing a Voting Member who is not an Officer to serve until the vacancy is filled by election or the return of the Officer.
3.4 Whenever any person who is not a resident of Massachusetts holds Office as Secretary, the Board of Directors shall appoint a Resident Agent as required by law.
3.5 The President shall be the chief executive officer of the Corporation and shall have general and active management of its business. The President shall have the powers and duties of supervision and management usually vested in the office of President of a corporation and shall have final authority on all matters relating to the day-to-day business of the Corporation. The President's decisions shall conform to the policies set by the Board of Directors and Membership and the President shall see that all orders and resolutions of the Board of Directors and Membership are carried into effect. The President shall preside at meetings of the Membership and of the Board of Directors.
3.6 The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as the Board of Directors may designate. The Treasurer shall collect all funds due and owing to the Corporation and shall disburse the funds of the Corporation as directed by the Board of Directors and the Membership. The Treasurer shall report to the Membership and the Board of Directors quarterly and at such times as directed by them on the Treasurer's transactions and on the financial condition of the Corporation.
3.7 The Secretary shall be the Clerk of the Corporation for purposes of law. The Secretary shall notify the Membership and the Board of Directors of their respective meetings in the manner prescribed by these by-laws. The Secretary shall attend such meetings and shall maintain full and accurate records of the business transacted thereat. The Secretary shall have custody of the Corporation's corporate seal, Articles of Organization, and other legal papers and records of the Corporation. The Secretary shall be responsible for filing such reports as may be required by state and federal law.
3.8 The Officers shall perform such additional duties pertaining to their respective Offices as may be prescribed by the Board of Directors or by the Membership.
Article IV: Management
4.1 The "Board of Directors" as used in these by-laws and within the meaning of Chapter 180, section 6A, of the Massachusetts General Laws shall consist of the three Officers. Except as otherwise provided, the Board of Directors shall have the general control and management of the property and business of the Corporation.
4.2 In addition to the powers and authority expressly conferred on them, the Board of Directors and the Membership may each exercise any powers of the Corporation and do any lawful acts and things the doing of which is not otherwise provided for by law or in these by-laws.
4.3 (A) At each meeting of the Membership, the Board of Directors and each Officer shall give a complete report of their official activities since the last meeting.
(B) Any decision voted by the Membership is binding on the Board of Directors and on each Officer. The Membership may, as a serious matter, overrule any decision already taken by the Board of Directors. The Membership may, by a three-fifths vote, overrule any decision already taken by any Officer.
4.4 (A) Except as provided in Section 4.5, the President may, in the ordinary course of business, make or authorize the making of any expenditure or obligation in any amount not exceeding fifty dollars. The Board of Directors may make or authorize the making of any expenditure or obligation in any amount not exceeding one hundred and fifty dollars. The Membership may make or authorize the making of any expenditure or obligation in any amount whatsoever.
(B) Every check, promissory note, draft, or demand for money of whatever amount shall be signed on behalf of the Corporation by the Treasurer or other person designated by the Treasurer and approved by the Board of Directors or the Membership. Every contract, deed, or other instrument shall be signed on behalf of the Corporation by the President or other person designated by the President and approved by the Board of Directors or the Membership.
(C) The fiscal year of the Corporation begins on the first day of October and ends on the last day of September of the following calendar year. The Treasurer holding office at the end of the fiscal year shall be responsible for closing the books of the Corporation and assisting in the completion of any tax forms required for that fiscal year.
4.5 The expenditure of funds in the possession of the Corporation as net income from a Worldcon run by the Corporation, except for organizational maintenance, shall be a serious matter. No such funds may be spent bidding or campaigning for a different Worldcon.
4.6 (A) Meetings of the Board of Directors shall be held in such times and places as the Board or the President shall determine. Whenever the Office of President is vacant, any other Officer may schedule a meeting of the Board.
(B) A quorum of the Board consists of two Officers.
(C) Each Officer shall be notified of the place, date, and hour of each meeting of the Board. Notice may be given orally, by telephone, or in writing, and is valid if given in time to enable the Officer to attend, or if given according to Section 5.5(D) of the by-laws.
(D) A meeting of the Board is valid without prior notice if all Officers are present, or if each Officer not present waives such notice by a writing included with the records of the meeting. Any action that could be taken by the Board at a meeting may be taken without a meeting if all the Officers consent to the action in writing and the written consents are filed with the minutes of Board meetings. Such written consents shall be treated for all purposes as a vote at a meeting.
4.7 The Membership may require of any Officer, and the Membership or the Board of Directors may require of any agent, a bond in such sum and with such sureties as they may prescribe for the faithful performance of said Officer's, or agent's duties and for the faithful restoration to the Corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, moneys, checks, and other property of whatever kind in the possession of or under the control of such Officer, or agent and belonging to the Corporation.
4.8 Standing or special committees and other positions or agencies may be established or dissolved, and the authority and procedure whereby persons may be appointed thereto or removed therefrom may be defined, by the President with the consent of the Board of Directors or the Membership. If other provisions are not made, appointment and removal shall be at the pleasure of the President. Every entity created under this section shall keep general records of its activities and shall submit such records to the Secretary for inclusion in the records of the Corporation.
4.9 (A) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of such person's being or having been an Officer
of the Corporation or an agent approved by the Membership, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement,
actually and reasonably incurred by them in connection with such action, suit,
or proceeding, to the full extent permitted by law, except where such person is
finally determined to have been guilty of bad faith or improper conduct as such
Officer or agent.
(B) The Corporation shall pay expenses incurred in defending any such action, suit, or proceeding in advance of its final disposition to the extent authorized by the Membership, upon receipt of an undertaking by or on behalf of the person or persons involved to repay such amount unless it is ultimately determined they were entitled to be indemnified by the Corporation.
Article V: Miscellaneous
5.1 The specification of any action in these by-laws as a serious matter shall mean that the action shall require a secret ballot and four-fifths majority for adoption, except that a three-fifths majority shall be sufficient if the following conditions are met: (A) written notice has been given of the type of action and the meeting at which it is to be brought up; and (B) in the case of an action against a Member, to remove a privilege or disqualify the Member from holding a privilege, the Member is given written notice of the action and a reasonable opportunity to argue against it. Nothing in this section or the rest of these by-laws shall be construed to require that any reason other than the good of the Corporation be given for any action including serious matters.
5.2 These by-laws may be amended by the Membership as a serious matter.
5.3 Any required secret ballot, including votes on serious matters, may be waived by unanimous consent.
5.4 Every Member when admitted and on reasonable request shall be provided with an up-to-date copy of these by-laws.
5.5 Except where the context clearly requires another meaning,
(A) "Meeting" means any meeting of the Membership, including the Annual Meeting.
(B) "Member" or "Members" refers to all classes of membership, but
(C) "Vote", "decision", or "approval" of the "Membership", or similar language referring to an action or decision taken by the "Membership", means by a majority of all votes cast at a meeting by all Voting Members attending physically or electronically.
(D) "Three-fifths vote" or other fractional vote of the Membership means that fraction of votes cast. "Votes cast" means valid votes cast for or against a proposal or candidate, and does not include abstentions.
(E) "Officer" and "Office" refer to the Officers named in Section 3.1 and to the positions which they hold. An Office is "vacant" if the elected Officer is unavailable and the Board of Directors has not yet temporarily filled the position by appointment.
(F) Written notice, written consent, or any other required writing is "given" to any person if and when it is left with them in person, or is left at their residence or usual place of work, or if and when it is sent by mail, email, or other carrier to their address as it appears in the records of the Corporation, or if and when it is sent to them by any other means including electronic. Any means enumerated in this subsection and used to give any notice to any person must be calculated to reach them within a reasonable length of time.
5.6 The Officer referred to in these by-laws as the "President" may be given the title of either "President" or "Chairman". The Membership may at any time vote as a serious matter to change from one title to the other.
Massachusetts Convention Fandom, Inc.
Articles of Organization
Article I: Name
The name by which this corporation shall be known is Massachusetts Convention Fandom, Inc.
Article II: Purpose
This corporation is organized for literary and educational purposes, including the holding of meetings, lectures, film showings, art shows, exhibits, and conventions concerning science fiction, and to carry on any business in the furtherance of the forgoing and not inconsistent with the constraints applied by Section 501(c)(3) of the Internal Revenue Code of 1954 as amended.
Article III: Other Provisions
No part of the net earnings of this Corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the Articles of Organization and in any amendments thereto. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including publishing or distribution of statements) and political campaign on behalf of any candidate for public office. Notwithstanding any other provision in the Articles of Organization, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.
Upon the dissolution of the Corporation, the Officers having the powers of directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, and shall distribute the assets in such a manner, or to such organization or organizations as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as said Officers shall determine. Any of the assets not so disposed of shall be disposed of by the appropriate Massachusetts Court having jurisdiction, exclusively for such purposes as stated above., or to such organization or organizations qualifying as stated above, as said Court shall determine.