BYLAWS

THE WASHINGTON SCIENCE FICTION ASSOCIATION, INC.

Compiled 27 August 2009

ARTICLE I

Purposes and Limits

The purposes of the Washington Science Fiction Association, Inc. (hereinafter "WSFA") are:
1. To promote knowledge of and interest in the science fiction genre in all its forms, including (but not limited to) literature, art, theater, film and television.
2. To sponsor an promote events and conventions to increase interest in and awareness of science fiction, in particular to plan, organize, and conduct an annual science fiction convention in the Washington, DC area (hereinafter, "the Convention").
3. To engage in other activities to promote social welfare as permitted by section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
WSFA shall be limited to doing only those acts permitted by its Articles of Incorporation and by the Non-Stock Corporation Law under which it is incorporated (hereinafter "the Act"), and by section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE II

Membership and Dues

Membership
1. All persons who are members in good standing of WSFA on December 31 of the prior year are eligible to be members. Other persons are eligible for membership if they attend three meetings, are sponsored by three (3) existing members, are approved by one (1) Trustee, and pay the annual dues.
2. Members in good standing shall have the right to attend and participate in all meetings of the membership, hold office and vote.
Dues
1. Dues shall be set for each year by December 31 of the previous year.
2. Dues shall be due as of the first regular meeting in January.
3. Dues may be paid in advance.
4. Any member must pay the full year's dues regardless of the date of payment.
5. Any member who is delinquent in his dues for an entire year shall be dropped from the membership list.
6. All life memberships awarded prior to December 31, 1985 shall retain all rights and privileges of members in perpetuity. Life members shall pay no dues, and no new life members shall be designated.
7. WSFA may issue annual membership cards to its paid-up members.
Revocation of Membership
1. A petition to revoke any membership may be presented in writing at any regular meeting.
2. It must state the grounds and be signed by at least fifteen (15) members and be communicated to the member concerned at least ten (10) days before the presentation of the petition for action.
3. If the petition is approved by a vote of two-thirds (2/3) of the members present at the second meeting vote to revoke the membership, it is revoked.
4. The revoked member's dues shall be prorated and the appropriate portion shall be refunded.
Voting
1. A quorum shall consist of fifteen (15) members which includes two (2) officers of the Board of Directors. Such a quorum must be present at any meeting at which a vote is taken.
2. There shall be no absentee or proxy voting.

ARTICLE III

Board of Directors

Except where specifically allocated elsewhere in these bylaws, conduct of WSFA's affairs is controlled by its Board of Directors which shall consist of the following officers:
1. President;
2. Vice President;
3. Secretary;
4. Treasurer;
5. Three (3) Trustees;
6. The Chairman of the Convention for the current year; and
7. The Chairmen of the Convention for any future year or years.
Elections
1. All elections shall be supervised by the Trustees Committee. Any Trustee who is running for office shall appoint a counter for that office who is acceptable to the other two (2) Trustees.
2. The election of all Directors (except the Chairman of the Convention) shall take place during the first regular meeting in May. Those elected at that meeting shall assume their offices at the first regular meeting in June.
3. The Trustees shall receive seconded nominations from the floor and shall announce all candidates in order nominated.
4. All elections, except the election of the Trustees, shall be counted by the "Australian" ballot.
5. The election of the Trustees shall proceed as follows:
  1. The Trustees Committee shall accept nominations for all three (3) Trustee positions.
  2. A ballot shall be cast and counted by the "Australian" ballot.
  3. After one Trustee has been selected in this fashion, the ballots shall again be counted by the "Australian" ballot except that the candidate who has been selected as Trustee in the previous count shall be treated as having been eliminated from the balloting.
  4. After a second Trustee has been selected in this fashion, the ballots shall again be counted by the "Australian" ballot except that the candidates who have been selected as Trustees in the previous counts shall be treated as having been eliminated from the balloting.
  5. The Trustees Committee shall announce the winners of the three (3) ballots as the newly elected Trustees.
6. The order of nomination and election shall be:
  1. President;
  2. Vice President;
  3. Secretary;
  4. Treasurer; and
  5. Trustees.
The Vice President shall succeed to the Presidency in the event the President cannot fulfill his term.
Any other vacancies occurring on the Board shall be filled by a by-election. Those so elected shall serve for the remainder of the term of the officer replaced.
Removal of Officers
1. A petition for the removal of a member of the Board may be presented to the Board in writing at any time.
2. Such petitions must state the grounds for removal and must be signed by at least fifteen (15) members.
3. If the other members of the Board unanimously agree that the removal is justified, they shall suspend the officer and appoint a temporary replacement.
4. Such action and the grounds for it shall be mailed to all members.
5. At the first regular meeting held at least ten (10) days after such notice, removal from the Board shall be come permanent if approved by a three-quarters (3/4) majority of the members voting.
6. Any office so vacated shall be filled as prescribed in Article II, section D.

ARTICLE IV

Officers

The President shall:
1. Preside at all meetings.
2. Exercise general supervision over the properties and activities of WSFA.
3. Appoint members to committees.
4. When he or she wishes to participate in debate, yield the chair to (a) the Vice President, or (b) another member.
The Vice President shall assume the duties of the President during the absence of the President.
The Secretary shall:
1. Keep the minutes of all meetings of the club.
2. Be Custodian of all club records and archives.
The Treasurer shall:
1. Receive and manage all WSFA funds and maintain them in one or more accounts separate from his personal funds. Notwithstanding the existence of dedicated accounts, all monies earned from WSFA activities, donated to WSFA or supporting WSFA activities are WSFA funds and will be managed by the Treasurer directly or through his designees. All WSFA monies will be reported to the club using unified accounting procedures and reports.
2. Maintain the official membership list.
3. Pay out funds only as approved by the Board or membership by vote.
4. Submit his records for audit whenever requested by the Board or by a petition of one-third (1/3) of the membership.
5. Appoint and supervise such subordinate treasurer designees, or finance officers, as may be necessary for the efficient management of club finances and activities. Appointment shall include specification of the designee's authority and notification to the President of the appointment.
The Trustees shall serve on the Trustees Committee.
The Chairman of the Convention for each year shall:
1. Be elected by members at a regular meeting designated by the membership.
2. Be authorized to transact all necessary business, to set necessary Convention rules, and to appoint all Convention officers with the exception of the Convention treasurer designee or financial officer. The Chairman may nominate a Convention treasurer designee for approval by the Treasurer.

ARTICLE V

Committees

The standing committees of the Board of Directors shall be:
1. Trustee Committee;
2. Entertainment Committee; and
3. Publications Committee.
The Trustee Committee shall:
1. Consist of the three (3) Trustees.
2. Vote on all applications for membership.
3. Supervise all elections.
4. Prepare a slate of nominations for all club offices scheduled to be voted upon.
5. Announce that slate at the regular meeting just previous to that of the election.
The Publications Committee shall:
1. Consist of the Secretary, serving as chairman ex-officio, and other members who shall be appointed by the President and may be removed by the unanimous vote of the Trustees.
2. Have jurisdiction over all publications sponsored by WSFA, including THE WSFA JOURNAL.
3. THE WSFA JOURNAL shall be scheduled for monthly publication and shall include the Secretary's minutes, committee reports and other records and information pertaining to club business as well as other suitable material of interest to the membership. Material specifically critical of any club member shall be submitted to the publications committee for approval before being published. The Editor of the JOURNAL shall be selected by the Secretary with the advise and consent of the Committee, and may be removed from office by the Secretary, or, after the intention to do so is publicly announced at a prior meeting, by a majority of those voting.
4. The existence of THE WSFA JOURNAL shall not preclude other publications being sponsored by WSFA, but none shall be sponsored without the consent of the Publications Committee. Such publications need not be governed by the rules which apply to the official publication.
Special committees shall be formed by the President at such times as deemed necessary.
None of the committees shall have the full authority of the Board to conduct activities unless authorized as provided by Maryland law.
Appointed WSFA officials may be removed by those who appoint them, by a simple majority vote of the voting WSFA membership at the business meeting following the introduction of a resolution for that purpose, or by a unanimous vote of the WSFA Trustees.

ARTICLE VI

Meetings

Schedule of Meetings
1. WSFA's regular meetings shall occur on the first and third Fridays of each month.
2. Special meetings can be called by the President.
The place and time for the next meeting shall be designated by the Chair before the meeting adjourns.
The order of business of all regular meetings shall be:
1. Call to order
2. Reading of previous minutes.
3. Reports of officers.
4. Reports of committees.
5. Old business.
6. New Business.
7. Announcements.
8. Adjournment.

ARTICLE VII

Additional Procedures

All procedural questions not covered by the Articles and Bylaws shall be decided by reference to Robert's Rules of Order, Revised, 75th Anniversary Edition (1951).

ARTICLE VIII

Indemnification of Officers

Liability and Indemnification of Officers
1. WSFA shall indemnify every officer of WSFA, or member of a committee, against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or committee member in connection with any action, suit or other proceeding, including the settlement of any such suit or proceeding if approved by then Board of Directors to which he may be made a party by reason of being or having been a WSFA officer or committee member, whether or not that person is an officer or committee member at the time such expenses are incurred.
2. The officers and committee members shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of WSFA that they are duly authorized to make, and WSFA shall indemnify them and forever hold each such officer or committee member free and harmless against any and all liability to others on account of any such contract or commitment.
3. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer or committee member of WSFA, or former officer or committee member of WSFA, may be entitled.
4. The officers and committee members shall be liable to WSFA for any negligence, willful misconduct, or actions committed in bad faith, but shall not be liable for mistakes of judgment if made in good faith.
Actions by Officers
1. The officers shall exercise their powers and duties in good faith to promote the interests of WSFA.
2. No contract or other transaction between WSFA and one or more of its officers, or between WSFA and any corporation, firm or association in which one or more of the officers are Board Members or officers, or are pecuniarily or otherwise interested, is either void or voidable because such officer or officers are present at the meeting of the Board of Directors, or any committee, which authorizes or approves the contract or other transaction, if the following conditions are met:
  1. The fact of the common Board Membership, office or interest is disclosed or known to the Board of Directors, noted in the minutes, and the Board authorizes, approves or ratifies such contract or other transaction in good faith by a vote sufficient for the purpose; and
  2. The interested officer abstains from the vote in which the contract or other transaction is authorized, approved or ratified; and
  3. The contract or other transaction is commercially reasonable to WSFA at the time it is authorized, approved, ratified or executed.
The Board of Directors is authorized to obtain in its discretion liability insurance for officers.

ARTICLE IX

Amendment of Bylaws

Any proposed amendment must be signed by at least fifteen (15) members and be submitted in writing at a regular meeting.
Such proposals must be read at that meeting.
A vote shall be taken at the next regular meeting after the proposal is submitted and read.
Passage shall require a two-thirds (2/3) majority of those members voting.

ARTICLE X

Miscellaneous

These Bylaws are subordinate and subject to all provisions of the Articles of Incorporation and the Act. All of the terms hereof, except where clearly repugnant to the context, shall have the same meaning as in the Act. In the event of any conflict between these Bylaws and the Articles of Incorporation, the provision of the Articles of Incorporation shall control; in the event of any conflict between these Bylaws and the applicable sections of the Act, the provisions of the Act control.
In the event any provision or provisions of these Bylaws shall be determined to be invalid, void or unenforceable, such determination shall not render invalid, void or unenforceable any other provisions hereof which can be given effect.
No restriction, condition, obligation or provisions of these Bylaws shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.
Whenever in these Bylaws the context so requires, the singular number shall include the plural and the converse; and the use of any gender shall be deemed to include all genders.