Prepared by David A. Smith, SFWA Treasurer, and Compiled and Revised by Greg Bear, SFWA President, November 1988; Ratified by Vote of the Membership,1989. Amended by Vote of the Membership in 1991. Amended by Vote of the Membership, October 1998. Revised by SFWA President Michael Capobianco and Board of Directors, 1996-1998; incorporating changes made by a Vote of the Membership, October 1998. Ratified and amended by a vote of the membership, 1999.
The name of the Corporation shall be Science Fiction and Fantasy Writers of America, Inc. (SFWA, Inc.) hereinafter referred to as the “Corporation.”
The purpose of the Corporation shall be to promote the furtherance of the writing of science fiction, fantasy, and related genres as a profession; in so doing, its activities shall include, but not be limited to, informing science fiction and fantasy writers on professional matters, protecting their interests, and helping them deal effectively with agents, editors, anthologists, and producers in print and non-print media; encouraging public interest in and appreciation for science fiction and fantasy literature; sponsoring, editing, and disseminating writings, papers, books, pamphlets, and other publications which exemplify science fiction and fantasy literature of high quality; conducting conferences, public discussion groups, forums, lectures, and seminar programs; and furnishing any service or performing any kind of work connected with this stated purpose.
The Corporation is organized exclusively for charitable, scientific, and educational purposes as a nonprofit organization, and its activities shall be conducted for the aforesaid purposes in such a manner that no part of its net earnings shall inure to the benefit of any officer or individual.
Section 1. No profit shall at any time be made by the Corporation for division or distribution among any members of the Corporation or any individuals; no part of any net earnings of the Corporation shall inure to the benefit of its members, directors, officers, employees, or any individual, except that it shall have the authority to pay reasonable compensation for personal services actually rendered; if the Corporation is exempt under Section 501(c)(6) of the Internal Revenue Code, no part of the activities of the Corporation shall be devoted to carrying on propaganda or otherwise attempting to influence legislation except as may be permitted without causing the Corporation to lose its tax-exempt status.
Section 2. SFWA is a Massachusetts nonprofit organization exempt from Federal income taxation under Section 501 (c) (6) of the internal Revenue Code (the “Code”). The officers and directors shall take all actions necessary to secure and maintain the Corporation’s tax-exempt status. Amendments to these by-laws for the purpose of conforming to Section 501(c) (6) which are mandated by law, by IRS regulation, by ruling, or on the advice of the Corporation’s legal counsel, may be made with the consent of the majority of the officers. Such amendments will be promptly reported to the membership.
Section 1. Membership. There shall be FIVE classes of membership in the Corporation(1) active members, (2) associate members, (3) affiliate members, (4) estate members, and (5) institutional members. In addition, upon the recommendation of the President, a majority of active members voting (where those voting represent at least one third of the active membership) may create additional classes of membership as appropriate. Senior Membership Benefit: After thirty (30) years of continuous membership, at least twenty-five (25) of which have been active, each member so requesting on an annual membership-renewal notice, will be granted free associate (nonvoting) membership for the rest of his or her life. If the member wishes to return to active status, he or she may do so at any time by recommencing to pay dues, provided he or she qualifies for active status under the then-current membership rules.
Section 2. Active Members. A candidate shall be permanently qualified for active membership after acceptance and payment for one novel, three pieces of short fiction, or one professionally produced dramatic script.
The names and qualifications of new active members shall be published promptly in the Bulletin.
Active members are entitled to receive all publications of the Corporation, vote in all elections, and nominate and vote for awards.
Section 3. Associate and Affiliate Members.
(a) Beginning writers who have not met the qualifications for active membership may be admitted as associate members. A candidate shall be qualified for associate membership after acceptance and payment for one piece of short fiction.
Associate members are entitled to receive all publications of the Corporation. They may not run for office or vote in elections and may not nominate or vote for awards. They may not purchase life memberships.
(b) Any person who has a professional involvement with science fiction or fantasy (such as editor, agent, artist, reviewer, anthologist, etc.) but is not eligible to become an active or associate member, is eligible to become an affiliate member of the Corporation upon proof of such involvement, acceptable to the Membership Committee.
Affiliate members will receive all general-interest publications, but not publications restricted to active and associate members. They may not run for office or vote in elections and may not nominate or vote for awards. They may not purchase life memberships.
Section 4. Estate Members. Upon the death of an active member, his or her estate shall be qualified to become an estate member. Estate members shall pay the dues of an individual active member, and will receive all publications, but may not run for office or vote in elections and may not nominate or vote on awards. They may not purchase life memberships.
Section 5. Institutional Members. Any institution with a legitimate interest in science fiction or fantasy (such as high schools, colleges, universities, libraries, and similar institutions, as well as broadcasting organizations, film producers, futurology groups and similar organizations) or individuals associated with such an institution shall become eligible to become an institutional member of the Corporation upon presentation of proof of such interest acceptable to the Membership Committee. Institutional members will receive all general publications, but not publications restricted to active and/or associate members. They may not run for office or vote in elections and may not nominate or vote for awards. They may not purchase life memberships.
Section 6. Powers of Members. Only active members in good standing shall be eligible to run for office, make nominations, vote on awards, or vote in elections.
Section 7. Qualifying Publications. Works which qualify a candidate for active or associate membership must be professionally published fiction in the English language in the genres of science fiction, fantasy, or horror. With the approval of the Board of Directors, the Membership committee shall establish and publish the criteria defining “professionally published” including but not limited to minimum advance royalty amounts and print runs for novels and payment standards, circulation requirements, and frequency-of-publication guidelines for short forms.
Collaborations between two persons shall be counted as half: two such novels or six pieces of short fiction or one collaborative novel and three collaborative pieces of short fiction shall be required for active membership; two such pieces of short fiction shall be required for associate membership. Collaborations among more persons than two shall not be considered. The Membership Committee, as defined in Section 8 below, shall satisfy itself that the requirements for membership have been met, and shall have discretion to decide whether any publication and/or proof thereof is acceptable as qualification for active or associate membership in the Corporation. For the purposes of membership qualification, “genre,” “media,” “professional,” “collaborative,” “produced,” “dramatic,” and “electronic” shall be defined at the discretion of the Membership Committee.
Section 8. Membership Committee. The Treasurer shall be the ex officio chair of the Membership Committee. The Membership Committee shall consist of the officers as defined in Article V, Section 1 below, except that the President with the consent of the officers may appoint a committee to act as the Membership Committee. Any such appointed committee shall include the Treasurer, who shall be its chair. In the absence of action by other members of the Membership Committee, the Treasurer shall act for the committee. Any member of the Membership Committee may require that the entire committee review any action by the Treasurer acting as chair, and a majority vote of that committee shall have final authority in all membership matters.
The Membership Committee, may, at its discretion, award active membership to not presently active members on the basis of need. Such active memberships shall revert immediately when, in the judgment of the Membership Committee, the need no longer exists.
Section 9. Term of Membership. Membership in the Corporation is for the fiscal year beginning July 1 and ending June 30 of the following year.
Section 10. Expulsion of Member. The officers of the Corporation may, by unanimous vote, expel any member for good and sufficient cause. In the event of such expulsion, the said member’s dues, if paid, shall be refunded on a pro rata basis. If a member so expelled is a life member, the refund shall be the life membership fee paid by the member minus $50 per year elapsed since the life membership was purchased. A member so expelled shall be reinstated upon petition of two-thirds of the active membership. The Corporation shall have no responsibility to circulate the petition.
Section 11. Honorary Members. Any person not otherwise eligible for membership may be elected as an honorary member by unanimous vote of the officers. Honorary Members shall pay no dues and may not run for office or vote in elections and may not nominate or vote for awards but otherwise shall have all the rights and obligations of active members. They may not purchase life memberships.
Section 1. Officers. The officers of this Corporation shall be a President; a Vice-President; a Secretary; a Treasurer; and Eastern, South-Central, Western, Canadian, and Overseas Regional Directors. The officers, in addition to the duties and powers described elsewhere in this document, shall approve budgets, and may fix the dues of the Corporation for all classes of membership.
Section 2. Election. The officers shall be elected by ballot of the active members in good standing. Regional Directors shall be elected by the members residing in the regions that each regional director respectively represents.
Section 3. Term of Office. The officers shall hold their respective offices for the term of one year from July 1 through June 30 or until their successors are elected and take office, except that the Regional Directors shall be elected for staggered terms of three years. The Regional Directors’ elections shall be held in this order, beginning in 1999 1) Eastern; 2) Western and Overseas. 3) South-Central and Canadian.
Section 4. Manner of Acting. When these by-laws state that an action is to be taken by the officers collectively or by consent of the officers, a majority of the officers shall act. In case of a deadlocked vote, the President may cast a second and decisive vote.
Section 5. Duties and Powers. The duties and powers of the officers shall be as follows:
(a) The President shall represent the Corporation in dealings with all other organizations and persons, and may speak for the Corporation on all matters on which the Corporation has reached a consensus. The President shall have the exclusive power to sign contracts for the Corporation, except as specified below, the power to issue publications, create and appoint committees, award active life memberships, conduct correspondence and perform such other duties as are incident to the office. The President shall have the authority to hire and dismiss any employees and/or independent contractors, vendors or suppliers who provide services to the Corporation for which they are paid, and to define the duties thereof. Nothing contained in these by-laws shall prevent assignment of duties to the Corporation’s staff by the President with the consent of the other officers. Additionally, the President may temporarily authorize the Executive Director to perform any of the assigned tasks or roles of the various board members and officers, including the President, as needed.
The President may with the consent of the other officers engage employees or contractors on a contractual basis for not more than three years, and such contracts shall be binding upon successor administrations.
(b) The Vice-President shall have the power to perform any duties delegated to him or her by the President. The Vice-President shall assume the office of President if such office becomes vacant for any reason, and hold it until a new President is elected. The Vice-President shall have the power to appoint and remove members to the Corporation’s committees, with the exception of the Membership and Election Committees, and shall serve as ex officio member of all standing committees and shall oversee their work. In emergency situations when the President is unavailable or incapacitated, the Vice-President shall have the power to sign contracts for the Corporation.
(c) The Secretary shall maintain membership lists, including the status of each membership and shall keep such records in such manner that information is always readily available. The Secretary shall publish and mail ballots, special notices, special publications, and other material as directed by the President. The Secretary shall maintain lists of subscribers to regular Corporation publications, issue renewal notices as subscriptions expire, and forward moneys received therefrom to the Treasurer if such moneys are not paid directly to the Treasurer.
The Secretary shall answer correspondence of the Corporation as directed by the President and shall maintain an adequate filing system. Upon demand of the President, the Secretary shall present properly qualified persons doing business with the Corporation with copies of such correspondence. The Secretary shall keep minutes of Corporation’s Business Meetings and officer deliberations, shall keep all members informed of relevant Corporation business, and shall be responsible for informing officers, committee chairs, and other volunteers of any changes in the Corporation’s activities that might affect them.
(d) The Treasurer shall make disbursements on the written order of the President and shall deposit all sums received in one or more federally insured bank accounts and/or in one or more money market or mutual funds of comparable safety. Separate accounts will be maintained for the Legal Fund and the Emergency Medical Fund unless granted exemption by a vote of the officers. The Treasurer shall have the power to sign the Corporation’s checks.
The Treasurer shall send dues notices and collect all fees, annual dues and subscriptions and keep full and accurate accounts of all moneys received and expended for the use of the Corporation and shall make financial reports at least quarterly, and at any other time when called upon to do so by the President. The Treasurer will be responsible for the timely filing of all of the Corporation’s tax forms, and shall keep current on all laws relating to the operation of 501(c)(6) nonprofit corporations.
The Treasurer shall notify the Secretary of new members accepted and shall transmit to the Secretary the names of members who have not paid their dues within sixty days of the start of the fiscal year. The Treasurer shall also promptly transmit to the Membership Committee any information relevant to membership matters.
(e) The Regional Directors shall represent the Corporation in regional matters and preside over regional meetings. The regions shall be Eastern, South-Central, Western, Canadian, and Overseas, as defined from time to time by the officers; but the Overseas region must always include those areas not defined by the other regions.
Section 6. Board of Directors. There shall be a Board of Directors consisting of the President, Vice-President, Treasurer, Secretary, and Regional Directors. In all respects, the Officers of the Corporation shall act as the Corporation’s Board of Directors and shall have all the duties and responsibilities thereof. In this document, the terms “officers” and “board of directors” shall be interchangeable.
Section 1. Dues. All members (except Life Members and Honorary Members) shall pay annual dues in the amount set by the officers as provided in Article V, Section 1. Dues shall be due and payable within fifteen days of the first day of each fiscal year. The Membership Committee shall have authority to prorate dues for members joining during a year and shall have discretion to set prorated dues as it deems reasonable.
Section 2. Delinquency. In order to be considered a member in good standing, a member must have paid dues in full within sixty days of the start of the fiscal year. Members whose dues for the current year are unpaid after this time shall be dropped from the rolls. Such delinquent members may be reinstated at any time during the remainder of the calendar year upon payment of their dues in full. Thereafter, they may be reinstated upon payment of the then current dues in full plus a late charge set by the Membership Committee. The Treasurer may at his or her discretion make other arrangements for delayed payment or payments in case of a member’s need.
Section 3. Life Members (b) The Corporation shall offer all individual active members the option to become Life Members, upon payment of a onetime dues assessment in an amount which is set periodically by the officers as provided in Article V, section 1.
Section 1. Election Committee. No later than November First of each year the President shall appoint an Election Committee of three members, none of whom shall be incumbent officers or candidates for office.
Section 2. Nominations. The duties of the Election Committee shall be to use their best efforts to persuade qualified members to run for each Elective Office; to produce, send out, receive, and count the ballots, and to announce the results to the President. In February of each year, the Election Committee shall furnish to the President a list of members who have agreed to propose themselves for office, together with brief statements by the candidates of their qualifications and their intentions should they be elected. On or before March 1, the Election Committee shall prepare ballots and cause a copy thereof to be mailed to the last recorded address of each member eligible to vote. Ballots will be received and counted in the month of April and the results will be announced in the next issue of Forum.
Section 3. Ballots. Ballots shall contain a list of candidates for each office and their platforms, and shall include space for write-in votes, such write-in votes to be counted in an identical manner to those for listed candidates.
Section 4. Plurality Vote. The candidate receiving the most votes shall be elected to office.
Section 5. Tie. In case of a tie between two or more candidates, the Election Committee shall, within sixty days, submit the names of the candidates so tied to the voting membership by ballot.
Section 6. Vacancy. If no Vice-President or Secretary or Treasurer or Regional Director shall be elected or if, being elected, any refuse to serve, or if any office shall become vacant by reason of resignation, death or disability, the President shall have the power to fill the vacancy by appointment. If the office of the President shall fall vacant, the Vice-President shall serve in the place of President until a new President is elected, and the vacancy shall be filled by a special election, unless such vacancy occurs within the five months preceding a regular election.
Section 7. Special Elections. In any special election held during July or August, all active members who established membership and paid dues in the preceding year shall be considered active members in good standing and eligible to vote.
Removal of Officers
Section 1. Any officer other than the President shall be required to resign if the President calls for the officer’s resignation and two-thirds of the officers other than the officer concerned so vote. In such event, the President will appoint a replacement for the remainder of the resigned officer’s term.
Section 2. The President shall be required to resign if two-thirds of the voting officers so vote, the President and Vice-President abstaining. In such event, the office of the President shall be filled by special election, unless such vacancy occurs within five months preceding a regular election, in which case the Vice-President shall perform the duties of the President until the next regular election.
Section 3. An officer so removed shall be reinstated if, within the time remaining on his or her term of office, he or she presents to the President or Secretary a petition for his or her reinstatement signed by two-thirds of the active membership. The responsibility for circulating the petition shall lie entirely with the removed officer. Publication of the petition within the Forum may not be denied.
Section 4. The President shall be required to resign without appeal if two-thirds of the active membership signs a petition to that effect. Publication of the petition within the Forum may not be denied.
General Membership Meetings
Section 1. Business Meetings. Two general business meetings of the Corporation shall be held each calendar year. The first shall occur in the spring, together with the annual Nebula Awards ceremony specified in Article XI, Section 2. The second shall occur in late summer or fall at the World Science Fiction Convention (Worldcon), except when Worldcon is held outside the United States, in which case the Board shall designate another major convention in the United States at which the meeting shall occur.
Section 2. Regional Meetings. The Corporation may in addition sponsor regional meetings in any or all of the Corporation’s regions.
Section 3. Quorum. No fewer than thirty dues-paying active members present at a duly published business meeting shall constitute a quorum.
Section 1. These by-laws may be amended, repealed or altered in whole or part by a simple majority of those active members voting, where total votes received represent no less than one-third of the active membership in good standing at the time the ballots are mailed.
Section 2. Active members may propose amendments at either of the Corporation’s two yearly business meetings. If such proposed amendments are seconded and passed by a majority of active members in attendance, they shall be placed upon a ballot for consideration of all active members.
An amendment presented at a regional meeting in which twenty or more active members vote affirmatively shall be placed upon a ballot for consideration of all active members, or placed on the agenda of a Corporation business meeting, or, at the discretion of the officers, both.
Amendments which are to be voted upon by the membership shall be presented for a vote within three months. The Secretary shall prepare ballots and cause a copy thereof to be mailed to the last recorded address of each member eligible to vote. Ballots will be received and counted within forty-five days and the results will be announced in the next issue of Forum.
In amendment votes held during July or August, all active members who established membership and paid dues in the preceding year shall be considered active members in good standing and eligible to vote.
Section 2. Working policies within these by-laws may be amended by a majority vote of the officers. Such working policies are operational procedures, classes of membership, division of the country into regions, and specific dates for collection of dues, etc. In addition, where these by-laws conflict with changing rules for nonprofit organizations as determined by the IRS or any lawmaking body, the officers shall be able to amend the by-laws by majority vote. Any such amendments will be promptly announced to the general membership in the Forum and Bulletin.
Section 1. Achievement Awards. The Corporation shall present annual achievement awards to honor outstanding creative performance in the science fiction and fantasy field. The award winners, with the exception of the Grand Master, are to be chosen by a vote of the active members under procedures established in the Nebula Rules. The Nebula awards shall be the highest award given by the Corporation.
Section 2. Ceremony. The awards shall be presented at a ceremony to be held in New York, Los Angeles, San Francisco or another major city within the United States, at the discretion of the officers, in the spring of the year on a specific date to be chosen by the President consulting with the officers. At the discretion of the officers, simultaneous ceremonies may be held in other locations.
Section 3. Grand Master Award. The President shall have the power, at his or her discretion, to call for the presentation of a Grand Master Award. A maximum of one Grand Master Award can be presented each year with no requirement that an award be presented in any given year. Nominations for the Grand Master Award shall be solicited from the officers, with the advice of participating past Presidents, who shall vote with the officers to determine the recipient. In the case of a tie vote, the President’s vote shall decide the recipient.
Section 3. Other Awards. The officers may give other awards as they see fit under such procedures as they shall establish. The Service to SFWA Award shall be given at the sole discretion of the President.
Section 1. Seal. The seal of the Corporation shall be circular in form, shall bear its name in the margin thereof, and shall indicate the date of incorporation in the Commonwealth of Massachusetts.
Section 2. Fiscal Year. The fiscal year shall end on the last day of June, or on any other date as may be set by majority vote of the officers.
Section 3. Independent Audit. To the extent the officers so determine, the financial books and records of the Corporation shall be audited from time to time by an independent auditor or accountant appointed by the officers.
Section 4. Financial Statements. The Corporation shall issue an annual statement of its finances at of the close of the fiscal year to such persons as the officers, in their discretion, prescribe.
Section 5. Gifts. The officers may accept on behalf of the Corporation any contribution, gift, bequest or devise for the furtherance of the purposes of the Corporation.
Section 6. Indemnification of Officers, Trustees, Employees, Etc. The Corporation shall, to the extent legally permissible, indemnify each of its officers and, at the discretion of the officers, any appointee authorized to act on behalf of the Corporation (and the heirs, executors and administrators of such director or officer or other person) against all expenses and liabilities which such director or officer or other person had reasonably incurred in connection with or arising out of any actual or threatened action, suit or proceeding in which such director or officer of the Corporation (whether or not such person continues to be a director or officer at the time or at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorney’s fees, and the cost of reasonable settlements, provided no such indemnification shall be made in relation to matters as to which any such director or officer shall finally be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misfeasance or not to have acted in good faith in the reasonable belief that the action of such director or officer was in the best interests of the Corporation.
The Corporation may pay expenses incurred by such director, officer or other person in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding; provided, however, that the Corporation has first received an undertaking from such director, officer or other person, in form and content satisfactory to the officers, to repay to the fund all such advance payments if upon final disposition of such action, suit or proceeding, such director or officer shall not be entitled to indemnification under this Article, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Corporation against any liability incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
The foregoing right of indemnification shall not be exclusive of other rights to which any director, officer or other personnel of the Corporation may be entitled as a matter of law.
In the event of dissolution, all assets, real and personal, shall be distributed by the officers to such organizations as are qualified as tax exempt under Section 501(c) of the internal Revenue Code of 1986 as it shall be amended from time to time.