OREGON SCIENCE FICTION CONVENTIONS, INC. (OSFCI)

BYLAWS

As amended by vote of the Membership, February 6, 2012


I. Corporate Powers

In order to carry out and achieve the purposes of incorporation as set forth in Article II of the Articles of Incorporation, the Corporation has the general powers allowed by Oregon nonprofit corporation law, ORS 61.061, or the corresponding provisions of future Oregon law. Notwithstanding the above, the Corporation shall not engage in any activity that is not permitted by §501(c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law, relating to tax-exempt corporations.

II. Contracts with Affiliated Events

  1. OSFCI shall establish a service agreement with the management of affiliated Events in the form of a Contract, expressly setting forth the nature of the affiliation and the responsibilities and grievance procedures of all parties to the Contract. OSFCI may also grant charters to organizations whose activities further the goals of the Corporation.
  2. All Contracts with the management of affiliated Events must include the following provisions, unless specifically waived in a given Contract by the Board of Directors:
    1. Event or Chartered Organization must conform to OSFCI corporate purposes set forth in Article II of the Articles of Incorporation.
    2. Event or Chartered Organization must be a permissible activity under Internal Revenue Service Code of 1954, §501(c)(3), or equivalent tax-exemption rules, and Oregon nonprofit corporation law.
    3. There must be one or more responsible parties, involved in the management of the Event or Chartered Organization, who act as agents representing the Event to OSFCI. OSFCI requires the legal names and current home addresses of these responsible agents.
    4. Proper books of account must be kept by the management of the Event or Chartered Organization, and opened at any time upon order of the OSFCI President, Treasurer, Board of Directors or corporate Membership, except when such disclosure violates privacy policies adopted by a Chartered Organization and the OSFCI Board.
    5. The Event has one ex-officio seat on the OSFCI Board of Directors; likewise, OSFCI has one ex-officio seat in the management of the Event. The term of these seats is related to the duration of the Event, including its planning and settling processes. The OSFCI seat in the management of an affiliated Event is filled or assigned by the President of OSFCI. The management of the Event assigns the resident of its seat on the OSFCI Board of Directors.
      A Chartered Organization has one ex-officio seat on the OSFCI Board of Directors, the ex-officio director being assigned by the Organization's governing body. The OSFCI Board may, at its discretion, require that an OSFCI Board member serve on the governing board or committee of a Chartered Organization. The OSFCI seat in the governing body of a Chartered Organization shall be filled or assigned by the President of OSFCI.
    6. All aspects of an Event or Chartered Organization that reflect on the corporate liability and the corporate image of OSFCI shall be subject to approval and review by the Board of Directors.
    7. All extensions of credit and other financial activities of the affiliated Event or Chartered Organization are subject to the approval and review of the Treasurer, President, and Board of Directors of OSFCI.
    8. The Corporation reserves the right to assess fees upon the management of an affiliated Event, as specified in the Contract.
    9. OSFCI and the management of an Event both have the right to own and use any mailing lists acquired by the Event.
    10. Any party to the Contract may terminate the Contract upon reasonable notice and conditions to be specified in each Contract. No reason or reasons for termination need be given. Termination of a Chartered Organization shall be governed by the Organization's charter from OSFCI.
    11. A progress report must be given by the management of each Event or Chartered Organization at all regular Board of Directors' meetings, including, but not limited to, a Treasurer and Registration report. The reports must be given in person by a representative of events and in person or in writing by Chartered Organizations. The Board may require personal reports from the directors of Chartered Organizations.

III. Board of Directors

  1. The Board of Directors makes decisions of normal running of the Corporation, including, but not limited to:
    1. What Events and Chartered Organizations OSFCI shall sponsor;
    2. Approving the Contract with the affiliated Event;
    3. Allocation of the funds and assets of OSFCI, within the restrictions imposed by these Bylaws, the Articles of Incorporation, or other law;
    4. Appointing the Officers of the Corporation; and,
    5. Other items relating to the execution of the corporate purpose.
  2. Each Director shall serve a two (2) year term, except one-half (4) of the Directors elected in January 1982, who will serve a term of one (1) year. The terms last until the second Annual Meeting following their election, and may be more or less than two full calendar years if the date of the Annual Meeting is changed.
  3. To qualify as a Director, a person must be:
    1. A regular Member of the Corporation
    2. Of legal age of majority
    3. Nominated by the Board of Directors, or,
    4. Nominated by petition of one or more Members, or,
    5. Self-nominated.
  4. To become a Director, a person must:
    1. Win a majority of the Members' votes at a duly-called meeting at which a quorum is present, or,
    2. In the case of filling a vacancy in the Board of Directors, a Director may be appointed from the general Membership by the Board of Directors at a duly-called meeting of the Board, for a term to end at the next general meeting of the Membership.
  5. The Board of Directors shall consist of no fewer than three (3) and no more than ten (10) Directors. The Board will fix, by resolution, as necessary from time to time, the exact number of Directors within the above limits.
  6. Directors may be removed as provided in ORS 61.127(1).
  7. Any Director who fails to attend two consecutive duly-called meetings of the Board will be considered to have resigned their post, unless a majority of the remaining Directors deems the absence was justified.
  8. Each Event or Chartered Organization sponsored by OSFCI may seat one ex-officio Director to the Board until one (1) month after the completion of the Event or conclusion of all business connected to a Chartered Organization. Ex-officio Directors shall have no vote and need not meet other requirements for Directors set forth above. Ex-officio directors, or another representative of the Event or Chartered Organization, shall report to each meeting of the OSFCI Board of Directors, or as directed by its charter or basic agreement with OSFCI. Reports may be either in person or in writing.

IV. Officers

  1. Officers of the Corporation shall be President, Secretary, and Treasurer, and such other Officers or Assistant Officers as the Board of Directors deems necessary.
  2. Officers of the Corporation are appointed by the Board of Directors, under standing rules adopted by the Board, with the advice and consent of the Membership of the Corporation.
  3. Officers must be Members of the Corporation.
  4. Officers shall also become ex-officio Directors if they are not Directors already.
  5. Officers shall serve a term specified by the Board of Directors, not to exceed eighteen (18) months unless reappointed by the Board.
  6. Officers may be removed as provided in ORS 61.155.
  7. No Officer of the Corporation shall hold a duplicate or a substantially similar position in the committee or other managing body of an OSFCI-affiliated Event.

V. Duties of Officers

  1. President:
    1. The President shall preside at meetings of the Board of Directors and the Members.
    2. The President shall have charge of the business of the Corporation in accordance with these Bylaws and the Articles of Incorporation. But in all cases the President shall be bound by the policies established by the Board of Directors. The President shall sign or otherwise approve all legal documents and contracts.
    3. The President or the President's assignee may sit as an ex-officio member of any committees, conventions, or other managing groups of Events or Chartered Organizations affiliated with OSFCI.
    4. The President shall report at the Annual General Meeting on the activities undertaken by the board on behalf of the membership and those activities required by statute and other obligations imposed by law.
  2. Secretary:
    1. The Secretary shall maintain records of the proceedings of all meetings and shall discharge other appropriate functions as the President or Board of Directors shall direct.
    2. The Secretary shall carry out official correspondence, preserve written records (except financial records), keep the Membership roll, provide notice of meetings of the Board of Directors and Membership, publish the Annual Reports, and shall record all votes.
    3. The Secretary shall have charge of maintaining and supplying copies of the Articles of Incorporation, Bylaws, Minutes of meetings, the Annual Report, and other official papers of the Corporation.
    4. The Secretary shall publish the minutes of each Board meeting on the OSFCI Web site within three (3) weeks of the meeting. Should an emergency arise, the Secretary may, with the prior approval of the President, delay such publication for one additional week. Minutes shall be published no later than four (4) weeks after the Board meeting. Should any members of the Corporation request printed copies of the minutes, the Secretary shall mail copies to them, with the postmark date meeting the above deadlines.
    5. The secretary shall inform Directors, officers, and ex-officio board members of the time and place of regularly scheduled board meetings at least fourteen (14) days before each meeting. notice may be given by e-mail, phone, or letter, depending upon the preference of the Director, officer, and ex-officio board member. Members shall be informed of the time and place of regularly scheduled board meetings at least fourteen (14) days before each meeting through posting of an announcement on OSFCI's Web site. Directors, officers, and ex-officio board members shall be informed of emergency meetings at least twenty-four (24) hours prior to the meeting.
  3. Treasurer:
    1. The Treasurer shall receive, record, and safeguard all monies paid to OSFCI.
    2. The Treasurer shall keep full and accurate books of account of all financial transactions of the Corporation, shall open these books, for inspection at any time deemed necessary by the Board of Directors, and shall render a financial statement when called upon by the Board of Directors.
    3. The Treasurer shall pay all bills duly approved by the Board of Directors, and see that appropriate legal and tax forms are filed and taxes, fines, fees, or other levies are paid.
  4. Other positions may be created and persons appointed thereto by the Board of Directors.
  5. All legal instruments and other obligations of the Corporation, of every nature and description shall be executed, countersigned, or otherwise approved by the President, and a copy must be provided to the Secretary.
  6. The Officers are responsible for maintaining appropriate records to account for all property purchased for, or owned by the Corporation, and for corporate activities in general.

VI. Expenditures

The Board of Directors must approve all expenditures.

VII. Annual Meeting

The annual general meeting of OSFCI shall be on the first (1st) Monday of each February at the Registered Office of the Corporation, or such other location as the Board of Directors may determine. The Secretary shall inform all Members entitled to vote and all potential Members eligible for Membership of the location, date and time of the Annual Meeting at least two (2) weeks in advance of the Meeting. By registering their intent with the Secretary, members may vote by proxy at the Annual General Meeting.

VIII. Board Meetings

  1. The Board of Directors shall hold regular meetings during:
    • The fourth week in February
    • The fourth week of April
    • The third week of June
    • The second week of August
    • The second week in October
    • The second week of December

    Such meetings shall generally be held on the Monday of the week but may be scheduled on another week day within the designated week (including both weekends). The meeting dates shall be set by the Board of Directors at the previous Board Meeting, or within two weeks after the Annual Meeting (whichever is later). Efforts shall be made to schedule Board meetings at least one week later than the end of an OSFCI-sponsored event.

    Meetings may be postponed by no more than one week if the majority of the Board feels that the change is necessary to effectively conduct the business of the Corporation, as long as the decision is made far enough in advance of the new meeting date for the Secretary to send the required notification.

    At the organizational meeting at the end of the Annual General Meeting, each new board shall set the timeframe requirements for the following year with input from each member of the board present at the meeting. Except in the case of emergency, the timeframe requirements decided on shall be followed until the end of the following AGM.

  2. An organizational meeting of the Board of Directors shall be held following the Annual Meeting to elect new officers and conduct such other business as the Board may deem necessary.
  3. The date of a regularly scheduled meeting may be changed by the OSFCI President on an emergency basis following consultation with the Board. Such a change shall not affect the scheduled date of any following regular Board meeting. Special meetings of the board of Directors may be called by a majority of the officers or by written request to the Secretary from four (4) of the Directors.
  4. Directors, officers, and ex-officio board members, must be informed by the secretary of the time and place at least fourteen (14) days before each regular meeting. Notice may be given by email, phone, or letter, depending upon the preference of the Director, officer, and ex-officio board member. Directors, officers, and ex-officio board members shall be informed of emergency or special meetings at least twenty-four (24) hours prior to the meeting.

IX. Other Meetings

Other meetings of the Members or Board of Directors may be called under provisions of ORS 61.101, 61.105, or 61.145.

X. Annual Report

The Secretary shall prepare and publish the Annual Report of the Corporation, as required under ORS Chapter 61, on or before June 21st of the year following the fiscal year for which the Report is prepared. The Secretary shall solicit, and the other Officers, Directors and Members supply as necessary, information required for the Report.

XI. Corporate Members

  1. Members each have one (1) vote in all votes of the Corporation.
  2. All powers not assigned to the Officers or Board of Directors are retained by the Membership.
  3. Rights, privileges, and duties of Members include:
    1. Petitioning Bylaws;
    2. Voting on Bylaws;
    3. Petitioning to become an Officer and/or Director of the Corporation;
    4. Voting for Directors;
    5. Voting for approval of any actions taken by the Board of Directors or Officers; and,
    6. Keeping a current mailing address on file with OSFCI. Failure to do so rescinds membership until the condition is corrected or membership qualifications lapse.
  4. To qualify as a Member:
    1. Following an OSFCI-affiliated Event or substantial involvement with a Chartered Organization, and at least three (3) weeks before the Annual Meeting, the Chair (or chief Officer) of the Event or Chartered Organization submits a list of committee members to the President of the Corporation.
    2. If a person appears on a minimum of two (2) committee lists or has served as an officer or committee or board member of a Chartered Organization for two years during a four (4) year period, said person shall be invited to become a Member of the Corporation.
    3. The qualifying years for the purpose of OSFCI membership shall be the two-year period ending 45 days prior to the date of the OSFCI Annual General Meeting. In addition, for the first two years after the adoption of this section, anyone who has appeared on two committee lists during the previous two calendar years shall also be qualified for OSFCI membership.
    4. It is necessary for the person so-invited to accept the invitation by informing any one (1) of the Officers and providing OSFCI with a current mailing address.
    5. Continued appearance on Event committees as determined in XI.D.2 is a necessary condition to remain a Member, or,
    6. Current service as a voting member of the Board of Directors shall count as full qualification for Membership and each year served in the last four (4) years shall be the equivalent of membership on an Event committee.
    7. Membership shall continue as long as the above conditions are met and Membership is not specifically withdrawn.
  5. Members who no longer qualify, if their address is current, will be so-informed in writing by the Secretary at the same time that newly-qualified persons are notified.
  6. At their request and at the discretion of the Secretary, individual members may receive their meeting notification and minutes in electronic form.

XII. Bylaws

The Bylaws of this Corporation may be adopted, amended, or rescinded in whole or in part by at affirmative vote of a majority of the Membership.

XIII. Parliamentary Authority

The parliamentary authority used for OSFCI meetings shall be Robert's Rules of Order, Newly Revised.
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