of the Orlando Area Science Fiction Society
By-Laws of the Orlando Area Science Fiction Society (proposed 2007 revision)
Article I: Membership
I.1 There shall be three classes of membership.
(A) There shall be one class of regular membership which entitles its holders to all rights, privileges and duties of active regular membership including the right to vote, hold office, and receive one monthly newsletter.
(B) There shall be a second class of family membership which entitles its holders to all the rights, privileges, and duties of active membership including the right for two family members to vote, hold office, and receive one monthly newsletter.
(C) There shall be a third class of subscribing membership which entitles its holder only to receive the monthly newsletter on a subscription basis.
(D) A member shall be deemed admitted to the Society upon acceptance of payment of the applicable membership fee by the Treasurer.
I.2 Membership Requirements
(A) Membership dues for the three classes of membership will be set as a policy matter by the Board of Directors.
Article II: Meetings of the voting membership
II.1 Business meeting times and locations of the voting membership will be set as a policy matter by the Board of Directors. The annual meeting must be held in Orange, Seminole, Osceola, or Brevard county.
II.2 The last meeting in the month of December shall be the annual meeting at which Officers for the following year shall be elected. The first meeting in the month of January shall be the meeting when annual reports shall be received and normal business shall be transacted. New officers will take office at this meeting.
II.3 The Secretary shall be responsible for notifying all members in advance, in writing, of the place, date, and hour of each meeting unless otherwise printed in the OASFiS newsletter.
II.4 A quorum consists of two Officers and at least ten (10) voting members. A number less than a quorum, present at a meeting, may adjourn or reschedule that meeting to another time and place, with notice as provided in II.3.
II.5 Except where superseded by these by-laws, meetings shall be conducted according to Robert’s Rules of Order, Newly Revised, or according to such other rules as the voting membership shall adopt.
Article III: Officers
III.1 At the annual meeting, the voting membership shall elect, in order, a President, Vice President, Treasurer, Secretary, and Convention Chairperson. The officers elected, with the exception of Convention Chairperson, shall assume office at the January meeting and their term of office shall be until the next January meeting. The Convention Chairperson shall take office immediately after the last day of the annual convention.
(A) A majority of votes cast is required to elect. Voting shall be by secret ballot. No person can exercise the powers of more than one elected office at any one time.
III.2 Whenever a person elected to office becomes permanently unavailable, a special election shall be held with undue delay to fill the office. Whenever a person elected to office is temporarily unavailable, the Board of Directors shall fill the vacancy by appointing a member who is not an officer to serve until the vacancy is filled by election or by the return of the officer.
III.3 The President shall be the Chief Executive Officer of the Society 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 Society. The President’s decision shall conform to the policies set by the Board of Directors and voting membership and the President shall see that all orders and resolutions of the Board of Directors and voting membership are carried into effect. The President shall preside at meetings of the voting membership and of the Board of Directors.
III.4 The Vice President shall be the Assistant Chief Executive Officer with all rights and duties of the President should the President be unavailable to fulfill the duties of his office
III.5 The Treasurer shall be the Chief Financial Officer of the Society. The Treasurer shall have custody of the Society funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Society. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Society, in such depositories as the Board of Directors may designate. The Treasurer shall collect all funds due and owing to the Society and shall disburse the funds of the Society as directed by the Board of Directors and the voting membership. The Treasurer shall report to the voting membership and the Board of Directors at such times as they shall direct, but at least quarterly, on the financial transactions and conditions of the Society. The Treasurer shall be responsible for filing such reports as may be required by state and federal laws.
III.6 The Secretary shall be responsible for any mailings to voting members with the exception of the newsletter. The Secretary shall notify voting membership and the Board of Directors of their respective meetings (unless previously printed in the newsletter) in the manner prescribed by these by-laws. The Secretary shall be the Clerk of the Corporation for purposes of law. The Secretary shall attend meetings and shall maintain full and accurate records of the Corporation for purposes of law. The Secretary shall have custody of the Society’s Corporate seal, Articles of Incorporation and other legal papers and records of the Society.
III.7 The Newsletter Editor shall be responsible for editing, printing, and mailing the monthly newsletter. The Newsletter Editor is responsible to see that all proposals, changes to by-laws and nominations are published in the Newsletter prior to their being voted on. This position shall be appointed by the Board of Directors
III.8 The Convention Chairperson shall be responsible for organization and presentation of the annual convention, Oasis. The Convention Chairperson shall report to the Board of Directors.
III.9 The Officers shall perform such additional duties pertaining to their respective offices as may be prescribed by the Board of Directors or by the voting membership.
Article IV: Management
IV.1 The “Board of Directors” as used in these by-laws and within the meaning of Chapter 617 Section 026, of the Florida Statutes, shall consist of the five (5) officers (President, Vice President, Treasurer, Secretary, Convention Chairperson). Except as otherwise provided, the Board of Directors shall have general control and management of the property and business of the Society.
IV.2 In addition to the powers and authority expressly conferred upon them, the Board of Directors and the voting membership may each exercise any powers of the Society and do any lawful acts the doing of which is not otherwise prohibited by law or in these by-laws.
(A) At each meeting of the voting membership, the Board of Directors and the individual officers shall give complete reports of their official activities since the last meeting.
(B) Any decision voted by the voting membership is binding on the Board of Directors and on each officer. The voting membership may, as a serious matter, overrule any decision already made by the Board of Directors as detailed in V.1. The voting membership may overrule, by a simple majority, any decision already taken by any officer. Where expenditure has been incurred or made, or where any contract has been signed, on behalf of the Society, by any person authorized to do so under any provisions of these by-laws, the Society’s obligation therefore may not be abrogated by any decision of the Board or membership.
(A) Meetings of the Board of Directors shall be held at such times and places as the Board of Directors or the President shall determine. Whenever the office of President is vacant, the Vice President may schedule a meeting of the Board.
(B) A quorum of the Board shall consist of three (3) officers.
(C) Each officer shall be notified of the place, date, and hours of each meeting of the Board. Notice may be given in person, by telephone, or in writing, and is valid if given in time to enable the Officer to attend, or if given according to Article V.4(D) of these 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 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 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.
IV.5 Standing or special sub-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 voting membership. If other provisions are not made, appointment and removal shall be at the discretion 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 Society.
(A)When involved in Society business the Society 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 Society or an agent approved by the voting membership, against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by them in connection with such action, suit, 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 Society shall pay expenses incurred in defending any such action, suit, or proceeding in advance of its final disposition to the extent authorized by the voting 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 Society.
Article V: Miscellaneous
V.1 For any proposal put before the organization, excluding serious matters outlined below, a simple majority vote of those voting shall be sufficient for its passage. The specification of any action in these by-laws as a serious matter (serious matters are defined to include but not limited to: amendments to by-laws, overruling of the Board of Directors or any officer, expulsion of a member) shall mean that the action shall require a secret ballot and four-fifths (4/5) majority of those voting for adoption, except that a three-fifths (3/5) 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 be brought up and:
(B) in the case of an action against a voting 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.
(C) publication of proposed amendments to these by-laws in the OASFiS newsletter occurs prior to voting on the amendment.
Nothing in this section or the rest of these by-laws shall be construed to require that any reason other then the good of the Society be given for any action including serious matters.
V.2 Every member, when admitted and on reasonable request, shall be provided with an up-to-date copy of these by-laws.
V.3 Nomination of individuals for President, Vice President, Secretary, Treasurer and Convention Chairperson shall occur during the October and November meetings and will require a single voting member to nominate and a different voting member to second the nomination. No member may accept nomination for more than one office.
(A) “Three-fifths vote” or any other fractional vote of the voting membership means a fraction of votes cast. “Votes cast” means valid votes cast for or against a proposal or candidate, and does not include abstentions.
(B) Proxy votes must be submitted to the Secretary prior to the start of the meeting at which the vote will take place and must be able to be authenticated.
(C) “Officer” and “Office” refers to the Officers name in section III.1 and to the positions which they hold. An office is “vacant” if the elected officer is permanently unavailable and the Board of Directors has not yet temporarily filled the position by appointment.
(D) Written notice is “given” to any person if and when it is left with him or her in person, or is left at his or her residence or usual place of work, or if and when it is sent by mail, telegraph, e-mail or other carrier to his or her address(es) as it appears in the records of the Society, or if and when it is sent to him or her by any other means. Any means enumerated in this subsection and used to give any notice to any person must be calculated to reach him or her within a reasonable length of time.