SFRA Bylaws with Amendments Added
Editor’s Note: The PDF available through the Download button above has the proposed changes marked.
ARTICLE I Name and Purpose
The organization shall be named, known, and styled as the Science Fiction Research Association. It is incorporated in the state of Ohio as a non-profit organization.
SFRA is irrevocably dedicated to educational and beneficial purposes, fostering the common interests of its members in the field of science fiction and fantasy by encouraging new and diverse scholarship, furthering excellence in teaching at all levels of instruction, exchanging information among students and scholars throughout the world, improving access to published and unpublished materials, aiding in building library research collections, and promoting the publication of scholarly books and works pertinent to the fields of science fiction and fantasy. SFRA also promotes the advancement of this field of study by providing financial assistance or by conferring appropriate honors upon worthy writers, students, or scholars.
In furtherance of the purposes described above, but not in limitation thereof, SFRA shall have power to engage in appropriate fundraising activities; to hold such property as is necessary to accomplish its purposes; and to conduct promotional activities, including advertising and publicity, in or by any suitable manner of media. This chapter is organized and operated for the above stated purposes, and for other nonprofit purposes related to the field of science fiction and fantasy. No part of its assets, income, or profits shall be distributable to, or inure to the benefit of, any individual, except in consideration of services rendered.
ARTICLE II Membership
There shall be four classes of membership: active, honorary, institutional, and subsidized.
(a) Active members: Individuals paying annual dues to the association (or pairs sharing a residence paying joint annual dues) thereby become active members of SFRA. They shall receive publications as designated in ARTICLE VIII sections 1 and 2, have the right to vote on all issues presented to the membership, and be eligible to hold office and serve on committees.
(b) Honorary Members: Recipients of the SFRA Award for Lifetime Contributions to SF Scholarship shall be honorary members. They shall pay no dues but shall receive all of the rights and benefits designated for active members in part a, above.
(c) Institutional Members: Certain appropriate academic or educational organizations may hold membership in SFRA. Such organizations may designate appropriate individuals to represent them in the association and, upon payment of annual dues, shall receive publications as designated in ARTICLE VIII.
(d) Subsidized Members: Certain members as described below shall be eligible to pay annual dues to the association at a reduced rate. Subsidized members shall receive all of the rights and benefits designated for active members in part a, above.
(i) Persons enrolled in accredited institutions shall qualify to enroll as subsidized members. Ordinarily, student memberships may be used no more than five times. A student may petition the Executive Committee for an extension of this period if special circumstances apply whereby they are a full-time student for a longer time.
(ii) Persons employed less than full-time (nine-month) in academic positions, including adjunct teachers, contract workers, and independent scholars shall qualify to enroll as subsidized members.
(iii) Retired persons (and persons over age 65) who have been active members for a period of at least five years shall qualify to enroll as subsidized members.
The membership of any person or institution will be terminated if delinquent in payment of dues. Delinquent members will be notified by the Treasurer.
ARTICLE III Meetings of Members
An annual conference open to all members of the association and such guests as may be determined by the Executive Committee shall be scheduled at least once during each calendar year. The president and members of the committee of the host institution shall decide upon the time of the meeting subject to ratification by a majority vote of the Executive Committee.
A business meeting shall be held at some time during the annual conference. The time and place of the business meeting shall be clearly indicated on the SFRA website at least 21 days prior to the convening of the annual conference.
(a) An agenda shall be provided to those members present at the conference. The business of the meeting shall not be limited to the agenda. Any member may propose additional business from the floor.
(b) The voting membership present at the meeting shall constitute the quorum needed to carry on business matters. A simple majority of those present shall decide an issue. Within a period of sixty days either any five members or the president in consultation with the Executive Committee may ask that a given action be confirmed or ratified by a vote of the entire SFRA membership. General membership participation shall be obtained in the same manner as described in section “e” below.
(c) The business meeting shall be conducted under the current edition of Robert’s Rules of Order Newly Revised.
(d) Proceedings of business meetings and Executive Committee meetings shall be reported promptly to the general membership through the SFRA Review.
(e) Such items of business as cannot be delayed until the next annual meeting shall be conducted by the Executive Committee which may, where it deems appropriate, request the membership deal with the issue by means of a vote conducted through such electronic means as the Executive Committee deems appropriate. In such a case, a fair time limit shall be set, and such issues shall be decided by a plurality of the votes cast. The results of such ballots will be reported to the membership at the earliest possible time through the SFRA Review, and time shall be made available for discussion of these matters at the next annual meeting.
Other meetings and conferences of members may use the name SFRA only upon prior approval of the Executive Committee.
ARTICLE IV Executive Committee
The function of the Executive Committee shall be to serve as the corporation and to conduct the business of the association in such a manner as to promote the aims of SFRA as outlined in the Articles of Incorporation.
The Executive Committee shall be composed of the president, the vice president, the immediate past president, the secretary, the treasurer, and at least two representatives elected at-large: to the extent possible, at least one apiece from graduate students and NTT faculty, and one currently living outside the United States or Canada. The immediate past president and the executive committee, while recruiting candidates for elections, will also make every effort to ensure that the executive committee composition is sufficiently representative of the full diversity of the science fiction community with respect to race, gender, sexuality, and (dis)ability.
The president shall preside at all meetings of the Executive Committee unless they are unable to do so, in which case the succession shall be the same as the succession of the officers.
The Executive Committee shall meet upon call of the president or upon call of one-third of the membership of the Executive Committee to consider such matters as may be pertinent to the association. In the event of inability to convene the meeting of the Executive Committee, the president is authorized to conduct the business of the committee by mail, telephone, or any other appropriate means of communication. All actions of the Executive Committee shall be reported to the membership at the earliest possible time following such actions by means of the SFRA Review.
ARTICLE V Officers and At-Large Members
The officers of the association shall be chosen by the membership. There shall be a president, a vice president, a secretary, and a treasurer. They shall take office on January 1 of the year succeeding their election. The terms of office shall be staggered, such that in any given year up to two officers may be newly elected to their positions.
The president shall be chief executive of the association; they shall preside at all meetings of the membership and the Executive Committee, have general and active management of the business of the association, and see that all orders and resolutions of the Executive Committee are carried out; the president shall have general superintendence and direction of all other officers of the association and shall see that their duties are properly performed; the president shall submit a report of the operations of the association for the fiscal year to the Executive Committee and to the membership at the annual meeting, and from time to time shall report to the Executive Committee on matters within the president’s knowledge that may affect the association; the president shall be ex officio member of all standing committees and shall have the powers and duties in management usually vested in the office of president of a corporation; the president shall appoint all committees herein unless otherwise provided.
The vice president shall be vested with all the powers and shall perform all the duties of the president during the absence of the latter and shall have such other duties as may, from time to time, be determined by the Executive Committee. At any meeting at which the president is to preside, but is unable, the vice president shall preside. The vice president shall have special responsibility for membership recruitment for SFRA (working along with the secretary, the web director, and the outreach officer).
The secretary shall attend all sessions of the Executive Committee and all meetings of the membership and record all the votes of the association and minutes of the meetings and shall perform like duties for the Executive Committee and other committees when required. At any meeting at which the president is to preside, but is unable, and for which the vice president is unable to preside, the secretary shall preside. The secretary shall give notice of all meetings of the membership and special meetings of the Executive Committee and shall perform such other duties as may be prescribed by the Executive Committee or the president. In the event the secretary is unable to attend such meetings as may be expected, the Executive Committee may designate some other member of the association to serve as secretary pro tem.
The treasurer shall be the chief financial officer of the association and have charge of all receipts and disbursements of the association and shall be the custodian of the association’s funds. The treasurer shall have full authority to receive and give receipts for all monies due and payable to the association and to sign and endorse checks and drafts in its name and on its behalf. The treasurer shall deposit funds of the association in its name and such depositories as may be designated by the Executive Committee. The treasurer shall furnish the Executive Committee an annual financial report within 60 days of the fiscal year; the fiscal year shall end on December 31. At any meeting at which the president is to preside, but is unable, and for which the vice president and secretary are unable to preside, the treasurer shall preside.
The term of office for the president and vice president shall be three years. The president and vice president shall not succeed themselves in office.
The term of office for the secretary and treasurer shall be three years. Secretaries may succeed themselves in office for a second successive term but shall serve for no more than two successive terms. Treasurers may succeed themselves in office for a second successive term but shall serve for no more than two successive terms.
The order of succession in the event of death or resignation of the president shall be first the vice president, then the secretary, and then the treasurer.
When the position of an officer other than the president shall become vacant due to death or resignation or for any other reason, the Executive Committee shall choose from the membership to fill the unexpired term of the position.
The representatives at-large shall be elected by the membership. The term of office shall be three years; representatives may succeed themselves in office for a second successive term but shall serve for no more than two successive terms. The at-large members shall represent the interests of the membership at large to the executive committee. The representatives at-large will be voting members of the Executive Committee.
Officers, members of the Executive Committee, and members of the association shall not be entitled to any compensation for their service but shall be entitled to reimbursement for their expenses in carrying out such duties as may be designated to them.
The office of the web director shall be responsible for the maintenance of the SFRA website. The web director will report to the Executive Committee and will update the contents and format of the website as deemed appropriate by the Executive Committee. The web director will be appointed by the Executive Committee, and will serve an open-ended term, which can be terminated by either the web director or the Executive Committee. The web director shall not be a member of the Executive Committee.
The outreach officer will organize, in coordination with the vice president, the various internet and social media outlets, in order to publicize and further the goals and mission of the organization. They will also be responsible for seeking opportunities for collaboration and outreach with other scholarly organizations, especially organizations that serve populations that have historically been underrepresented in SFRA. The outreach officer will be appointed by the Executive Committee and will serve a three-year term, which can be terminated by either the outreach officer or the Executive Committee. The outreach officer shall not be a member of the Executive Committee.
The SFRA Review editor(s) shall be appointed by the president and confirmed by the Executive Committee; editor(s) shall serve for a three-year period with the first year to be probationary. Editor(s) shall be responsible for electronic preparation of the SFRA Review, for obtaining and maintaining advertising, for coordinating print-on-demand requests, for coordinating other electronic sales mechanisms (such as links to online stores), and for fulfilling back issue requests.
A development officer shall be appointed by the president and confirmed by the Executive Committee. The development officer shall work with the president and the treasurer to invest SFRA’s assets, as well as seek grants and other sources of significant institutional funding for the organization and coordinate bequeathments and donations. The development officer will be appointed by the Executive Committee and will serve an open-ended term, which can be terminated by either the development officer or the Executive Committee. The development officer shall not be a member of the Executive Committee.
A standing conference committee shall be appointed by the president and confirmed by the Executive Committee. The purpose of this committee is to select the host of future annual conferences, as well as to assist the host with the selection of a theme, keynote speakers, and programming. This committee will understand that its goal is to ensure that annual meetings of the SFRA reflect the full diversity of the membership at all levels. This committee shall consist of at least three members, including (1) a chair; (2) the host of the most recently held conference; and (3) the host of the next upcoming conference. Additional members may be appointed by the president with the approval of the executive committee. Non-host members, including the chair, will serve three-year terms.
ARTICLE VI Elections
Elections shall be held for three-year terms. The president and secretary will be elected in 2019 (to serve from January 2020 through December 2022) and every three years thereafter. The vice president and treasurer will be elected 2018 (to serve from January 2019 through December 2021) and every three years thereafter. The at-large members will be elected in 2023 and every three years thereafter.
The general membership shall elect the president, vice president, secretary, treasurer, and representatives at-large as set forth in ARTICLE V.
In each year in which elections are required, the Executive Committee shall establish a time and date by which ballots for the election of officers must be received, which date shall be known as the election date.
The immediate past president, in consultation with the Executive Committee, shall submit a slate of candidates for each position to be filled at least 60 days prior to the election day. These candidates will be nominated by current members (self-nominations and nomination by current members of the Executive Committee will be allowed). The immediate past president shall notify the membership in the SFRA Review, and all other appropriate and available electronic and social outlets, of this slate of candidates. Within 30 days of the publication of this slate of candidates in the SFRA Review, additional candidates may be nominated by submission of a petition signed by at least five persons of the membership in good standing entitled to vote in the election to the secretary of the association. At the end of this 30-day period nominations shall be closed and the ballot shall be prepared.
Not later than October 1 of the election year, a ballot containing the names of the nominees shall be made available to the membership via a secure electronic, online voting format. The voting process will remain open for a four-week period.
Except as provided in these Bylaws, the Executive Committee shall provide for administrative workings of the elections and the method of return and receipt of ballots cast by the membership. Except as otherwise specified herein, the immediate past president shall be responsible for conducting the election including the preparation and counting of ballots.
Those candidates receiving a plurality of the votes cast shall be elected.
The Executive Committee may fix a time not more than 60 days prior to the date of any meeting of the membership or date of election as a record date for the determination of the persons holding membership entitled to notice and to vote at such meetings or election.
ARTICLE VII Dues
The annual dues shall be set annually by the Executive Committee.
ARTICLE VIII Publications
All members of the SFRA will automatically receive the publications which are recognized as official publications of the SFRA, which are listed in section 2, below.
The SFRA Review is an official publication of the SFRA and shall be published four times per year or as directed by the Executive Committee. The expenses of the SFRA Review shall be paid from the association’s general fund.
SFRA will continue to explore ways in which to sponsor and promote future publication of material valuable to the study of science fiction in the various media.
Arrangements involving publications will be made by the president of the association with advice and consent of the Executive Committee, and such arrangements shall be reported to the general membership at the earliest time after completion through the medium of the SFRA Review.
ARTICLE IX Affiliate Organizations
Appropriate regional, subject matter, and other special interest groups may seek affiliation with the Science Fiction Research Association. Such affiliation must be approved by the general membership upon recommendation of the Executive Committee. Such recommendation shall be made only following approval by the committee of the group’s constitution, Bylaws, and fiscal procedures.
ARTICLE X Assignment of Assets
Should SFRA cease to be a viable organization, dissolution shall be effected in the same manner as amending the Bylaws described in Article XI.
In the case of a dissolution, the Executive Committee shall determine at that time to which qualified tax exempt fund, foundation, and/or corporation organized or operating for charitable or educational purposes any SFRA assets remaining after payment of debts or provisions shall be distributed and paid.
ARTICLE XI Amendments
Amendments to these Bylaws shall be proposed by the Executive Committee or by petition to the committee by no fewer than five percent of the persons holding membership in the association at the time of presentation of the petition to the Executive Committee.
The proposed amendments shall be distributed by appropriate electronic and social media 60 days prior to the meeting or the voting process.
The membership may by a majority vote of the membership present and voting at a meeting or by a majority of votes cast in electronic voting pass such an amendment.
* * *
The following sections were changed as a result of a vote of the membership of the SFRA in October 1992: Article I:1, 2; II:b; III:2, 2.d, 2.e; IV:2, 4; VI:5; VIII:2,a,4. A new Article X: Assignment of Assets was created; old Article X became Article XI: Amendments.
The following sections were changed as a result of the vote of the membership of the SFRA in June 2004: Article III:2a; V:3, 7; VIII:2a.
The following sections are proposed for change/addition by vote of the membership of the SFRA in June 2015: Article II:1,2; III:1, 2; IV: 2, 4; V: 1, 3, 4, 5, 6, 7, 11, 12, 13; VI; VII; VIII: 1, 2; XI.
The following sections were changed as a result of a vote of the membership of the SFRA in October 2017: Article V:1; Article VI:1, 3.