THE WASHINGTON SCIENCE FICTION ASSOCIATION, INC.
Purposes and Limits
- The purposes of the Washington Science Fiction Association, Inc.
(hereinafter "WSFA") are:
- 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.
- 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").
- 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.
Membership and Dues
- 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.
- Members in good standing shall have the right to attend and
participate in all meetings of the membership, hold office and vote.
- Dues shall be set for each year by December 31 of the previous year.
- Dues shall be due as of the first regular meeting in January.
- Dues may be paid in advance.
- Any member must pay the full year's dues regardless of the date of payment.
- Any member who is delinquent in his dues for an entire year
shall be dropped from the membership list.
- 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.
- WSFA may issue annual membership cards to its paid-up members.
- Revocation of Membership
- A petition to revoke any membership may be presented in
writing at any regular meeting.
- 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.
- 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.
- The revoked member's dues shall be prorated and the appropriate
portion shall be refunded.
- 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.
- There shall be no absentee or proxy voting.
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:
- Vice President;
- Three (3) Trustees;
- The Chairman of the Convention for the current year; and
- The Chairmen of the Convention for any future year or years.
- 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.
- 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.
- The Trustees shall receive seconded nominations from the floor and
shall announce all candidates in order nominated.
- All elections, except the election of the Trustees, shall be
counted by the "Australian" ballot.
- The election of the Trustees shall proceed as follows:
- The Trustees Committee shall accept nominations for all three (3)
- A ballot shall be cast and counted by the "Australian"
- 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.
- 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
- The Trustees Committee shall announce the winners of the three (3)
ballots as the newly elected Trustees.
- The order of nomination and election shall be:
- Vice President;
- Treasurer; and
- 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
- A petition for the removal of a member of the Board may be
presented to the Board in writing at any time.
- Such petitions must state the grounds for removal and must be
signed by at least fifteen (15) members.
- If the other members of the Board unanimously agree that the
removal is justified, they shall suspend the officer and appoint a
- Such action and the grounds for it shall be mailed to all members.
- 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.
- Any office so vacated shall be filled as prescribed in Article II,
- The President shall:
- Preside at all meetings.
- Exercise general supervision over the properties and activities of WSFA.
- Appoint members to committees.
- 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:
- Keep the minutes of all meetings of the club.
- Be Custodian of all club records and archives.
- The Treasurer shall:
- Receive all WSFA funds and maintain them in an account separate
from his own.
- Maintain the official membership list.
- Pay out funds only when approved by the board or the membership by vote.
- Submit his records for audit whenever requested by the Board or by
a petition of one-third (1/3) of the membership.
- The Trustees shall serve on the Trustees Committee.
- The Chairman of the Convention for each year shall:
- Be elected by members at a regular meeting designated by the membership.
- Be authorized to transact all necessary business and set necessary rules
pertaining to the Convention for that year and to appoint all its officers.
- The standing committees of the Board of Directors shall be:
- Trustee Committee;
- Entertainment Committee; and
- Publications Committee.
- The Trustee Committee shall:
- Consist of the three (3) Trustees.
- Vote on all applications for membership.
- Supervise all elections.
- Prepare a slate of nominations for all club offices scheduled to
be voted upon.
- Announce that slate at the regular meeting just previous to that
of the election.
- The Publications Committee shall:
- 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.
- Have jurisdiction over all publications sponsored by WSFA,
including THE WSFA JOURNAL.
- 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.
- 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
- 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.
- Schedule of Meetings
- WSFA's regular meetings shall occur on the first and third Fridays
of each month.
- 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:
- Call to order
- Reading of previous minutes.
- Reports of officers.
- Reports of committees.
- Old business.
- New Business.
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).
Indemnification of Officers
- Liability and Indemnification of Officers
- 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.
- 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.
- 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.
- 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
- The officers shall exercise their powers and duties in good faith
to promote the interests of WSFA.
- 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:
- 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
- The interested officer abstains from the vote in which the
contract or other transaction is authorized, approved or ratified; and
- 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.
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.
- 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.