Articles of Bylaws
- General Provisions
- Purposes
- Membership
- Officers
- Executive Board
- Committees
- Meetings
- Finance
- Amendments
Provisions of Meeting Rules
Bylaws of Odyssey Con Society, Inc.
Adopted 2014 June 1
Article 1: General Provisions
Section 1.2: Authority. No individual has the authority to obligate, commit, or act in the name of Odyssey Con Society, Inc. or any of its subdivisions without the express approval of the executive board or a general membership meeting.
Section 2.1: Inclusions. The purpose of Odyssey Con Society, Inc. is to foster interest in, appreciation for, and criticism of fantasy and science fiction in literature, art, film, drama, and other forms of communication.
Section 2.2: Exclusions. Odyssey Con Society, Inc. may not:
- have or issue shares of stock.
- pay any dividend or distribute any part of its income to its members or officers, except that the board may pay compensation in a reasonable amount to members or officers for services rendered.
- participate or intervene in any political campaign on behalf of any candidate for public office.
- attempt to influence legislation.
- engage in activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
- engage in activities not permitted to be carried on by a corporation to which contributions are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).
Section 3.1: Organizational Membership.
Paragraph 3.1.1. Eligibility. All persons are eligible for organizational membership in Odyssey Con Society, Inc., which is a completely non-discriminatory organization.
Paragraph 3.1.2: Term of Membership. Membership is effective upon payment into the treasury of dues as specified in Section 8.3. The term of membership is the fiscal year and, whenever paid, a membership is effective until the end of the current fiscal year.
Paragraph 3.1.3: Rights and Privileges of Membership. Organizational membership shall convey the following rights and privileges:
- Each member is entitled to written notice of each meeting of the general membership.
- Each member may attend and participate in the discussion at any meeting of the executive board or of the general membership.
- Each member is entitled to one vote at any meeting of the general membership.
- Each member is eligible to run for an Odyssey Con Society, Inc. office.
Section 3.2: Convention Membership.
Paragraph 3.2.1: Eligibility. All persons are eligible for convention membership in Odyssey Con, which is a completely non-discriminatory association. Membership in Odyssey Con for any given year is effective upon payment of the membership fee set by the convention committee. The committee may set different fees based on reasonable criteria.
Paragraph 3.2.2: Rights and Privileges of Membership. Convention membership shall convey the following rights and privileges:
- Each member shall be entitled to all official convention publications.
- Each member is entitled to attend all Odyssey Con program events.
Section 4.1: Titles and Duties.
Paragraph 4.1.1: President. The president shall preside at meetings of the executive board and the general membership; represent Odyssey Con Society, Inc. on ceremonial occasions; and make all appointments, subject to confirmation by the executive board.
Paragraph 4.1.2: Vice-President. The vice-president shall serve on all committees and shall substitute for the president in her or his absence.
Paragraph 4.1.3: Secretary. The secretary shall maintain the official records of Odyssey Con Society, Inc. (including an up-to-date copy of these bylaws, minutes of all meetings of the executive board and the general membership, and membership records), provide notice to all organizational members of each meeting of the general membership, prepare all secret ballots, and handle all official correspondence.
Paragraph 4.1.4: Treasurer. The treasurer shall receive all income; authorize all expenditures; record all financial transactions; establish such checking, savings, or similar accounts for the treasury as he or she deems necessary and proper; draft an annual budget for presentation to the executive board in May or June; and provide a financial report to each meeting of the executive board and general membership.
Paragraph 4.1.5: Ombudsperson. The ombudsperson shall be the primary contact for anyone with a complaint about Odyssey Con Society, Inc. or Odyssey Con and shall be responsible for reminding the executive board and annual meeting of anyone who needs to be considered or notified with regard to a proposed plan of action.
Section 4.2: Election. Officers shall be elected at the annual meeting of Odyssey Con Society, Inc., one office at a time, in the order listed in Section 4.1. Any person who is a member of Odyssey Con Society, Inc. at the time of election is eligible for any office, but no member may hold more than one office at a time. Nominations shall be made from the floor. If only one candidate is nominated for any office, he or she shall be deemed to have been elected unanimously. Otherwise, election shall be by secret, written, preferential (“instant runoff”) ballot. A majority vote is necessary and sufficient to elect.
Section 4.3: Term of Office. The term of each office shall begin immediately upon adjournment of the annual meeting at which the election occurs and end at adjournment of the following annual meeting.
Section 4.4: Vacancies. If an office becomes vacant, it shall be filled by an organizational member selected by the executive board.
Section 4.5: Removal. Any officer may be removed from office by a 2/3 vote at a special meeting of the general membership, provided that the meeting notice includes mention of the intention to remove.
The executive board comprises the officers. The executive board has complete authority to manage the affairs of Odyssey Con Society, Inc. between meetings of the general membership, subject, however, to direction given by meetings of the general membership.
Section 6.1: Standing Committees.
Paragraph 6.1.1: Convention Committee. The convention committee shall plan each year’s Odyssey Con, make final program determinations, assign duties, invite guests, coordinate activities, and keep records of convention registrants.
Paragraph 6.1.2: Audit Committee. The audit committee shall review the work of the treasurer at least annually.
Section 6.2: Special Committees. Special committees may be established at a meeting of the executive board or of the general membership. A motion to create such a committee shall specify its powers, duties, and a dissolution date no more than two years after its creation.
Section 7.1: Executive Board.
Paragraph 7.1.1: Regular Meetings. Regular meetings of the executive board shall be held within seven days of the annual meeting and in May or June, at a place, day, and time specified by the president.
Paragraph 7.1.2: Special Meetings. Special meetings of the executive board shall be held on the request of the president or any two officers. At least three business days’ notice is required.
Paragraph 7.1.3: Meeting Rules. Three officers constitute a quorum for an in-person meeting. The executive board may pass a motion by e-mail as long as all executive board members agree to said motion.
Section 7.2: General Membership.
Paragraph 7.2.1: Annual Meeting. The annual meeting of organizational members required by law shall be held during July at a place, day, and time established by the executive board.
Paragraph 7.2.2: Special Meetings. Special meetings of the general membership may be called by the executive board or by a petition of any 10 members. Business to be transacted at a special meeting shall be limited to the items enumerated in the meeting notice.
Paragraph 7.2.3: Quorum. Five members, or 10% of the membership, whichever is greater, must be present or represented by proxy to constitute a quorum. No member may hold more than five proxies.
Paragraph 7.2.4: Notice. Each member shall be entitled to written notice stating the place, day, and time of each meeting of the general membership and whether it is regular or special. Such notice shall be delivered not less than 10 days nor more than 30 days before the date of the meeting and shall be posted on the corporation’s website during that same time.
Paragraph 7.2.5: Proxies. Each notice of a meeting of the general membership shall contain an instrument whereby the member may authorize a proxy. A proxy shall be valid only for the meeting specified, it may be used only by another member of Odyssey Con Society, Inc., and it may not lawfully carry any instructions for voting on any given issue. The instrument shall be of the following form:
I hereby designate __________________ (1st choice) or _____________________ (2nd choice) to act as my proxy at the {regular | special} meeting of Odyssey Con Society, Inc. on {date}. If neither person is able to serve as proxy, I wish to [choose one] ☐ have a proxy selected at random or ☐ not have a proxy at all. I hereby ratify and confirm all actions that my proxy may take at such meeting.Section 7.2.6: Meeting Rules. Insofar as possible, the presiding officer shall endeavor to allow full discussion of all issues. Where possible, decisions should be reached by consensus. Where necessary, a majority vote will be determinative. The presiding officer must vote last on all motions. Debate may be terminated by a 4/5 vote.
Signed, ___________________________
Paragraph 7.2.7: Authority. A meeting of the general membership is the supreme sovereign authority of Odyssey Con Society, Inc., subject only to the articles of incorporation, these bylaws, and the laws of the land.
Section 7.3: Committees. The head of each committee is responsible for scheduling meetings of the committee.
Section 8.1: Fiscal Year. The fiscal year of Odyssey Con Society, Inc. shall be from July 1 to June 30.
Section 8.2: Budget. There shall be a budget for each fiscal year, and it must be in balance. The annual meeting shall adopt the budget based on a draft submitted to it by the executive board, which it may modify.
Section 8.3: Receipts.
Paragraph 8.3.1: Annual Dues. Annual dues shall be $10. This amount may be changed only at an annual meeting, provided that the meeting notice includes mention of the intention to change it.
Paragraph 8.3.2: Assessments. Organizational members shall not be assessed beyond the dues specified in this section.
Paragraph 8.3.3: Restrictions. Receipts which are conditioned upon certain restrictions (as, for example, a donation to be used for a particular publication) must be used solely for the purpose specified. The executive board may accept or reject such receipts as it sees fit.
Section 8.4: Expenditures.
The funds of Odyssey Con Society, Inc., however acquired, shall be expended in accordance with the provisions of Article 2. All expenditures shall be documented. Any expenditure over $1000 requires approval by two officers.
Section 8.5: Dissolution.
Paragraph 8.5.1: Circumstances. The board may not sell, lease, exchange, mortgage, pledge, or otherwise dispose of all, or substantially all, the property and assets of Odyssey Con Society, Inc., nor may it dissolve Odyssey Con Society, Inc., without the assent of 2/3 of the total membership and 2/3 of the executive board.
Paragraph 8.5.2: Distribution of Assets. If Odyssey Con Society, Inc. should be dissolved, its assets shall be distributed as follows:
- All liabilities and obligations of Odyssey Con Society, Inc. shall be paid, satisfied, and discharged, or adequate provision shall be made therefore.
- Assets held by Odyssey Con Society, Inc. requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.
- All remaining assets shall be transferred to the Memorial Library of the University of Wisconsin at Madison or any other charitable, educational, or scientific organization exempt under Section 501 (c) (3) of the Internal Revenue Code of 1954, to be used in the furtherance and study of fantasy and science fiction.
Section 9.1: Substantive. Amendments to the articles of incorporation or to these bylaws may be adopted by 2/3 vote at any meeting of the general membership.
Section 9.2: Technical. The secretary is empowered to make technical amendments to the bylaws, provided the proposed amendments are presented in writing at an executive board meeting. A proposed technical amendment may be rejected by the executive board at that meeting. A technical amendment may address only numbers and titles of the parts of the bylaws, cross-references, spelling, grammar, punctuation, capitalization, abbreviation, consistent terminology, and parallel structure. Numbers and titles of the parts of the bylaws are for ease of reference only and have no substantive effect. A technical amendment shall take effect at the end of the meeting at which it is presented, unless it is rejected.
Meeting Rules
Adopted 2014 July 25
Authority
- The Bylaws are superior to these Meeting Rules.
- These Meeting Rules are superior to the parliamentary guide.
- Meetings shall follow parliamentary procedure as specified in Robert’s Rules of Order, Newly Revised.
- Self-nominations are permitted. It is not necessary to 2nd nominations. Nominations for any office shall be closed only after 3 responseless calls for more.
- A report, including minutes of a previous meeting, may be revised only to correct errors of fact. Any member may propose such a revision, and the president shall ask whether there is any objection to adopting it. If there is none, it shall be adopted automatically (without need for a vote).
- Closing of debate, acceptances of minutes and reports, recesses, and adjournments shall normally be accomplished automatically (without need for a vote) after 3 responseless calls for further participation. However, any member may propose a motion for such action without waiting for the automatic process.
- After a meeting has decided to adjourn, the president shall call for announcements, and allow time for them, before declaring it adjourned.
- Once a motion has been made and 2nded, it is the property of the entire assembly and may not be withdrawn by its maker.
- No 2nd-order amendments (amendments to amendments to motions) are permitted.
- Non-members are allowed to observe meetings. A non-member may speak to a meeting only if a member yields the floor to her or him.
- Board members are encouraged to float draft proposals before formally introducing them, to enable other members to aid in perfecting their wording in advance of their being taken up as official business, thereby minimizing the need for time-consuming and potentially confusing amendments via e-mail. However, this is a suggestion, not a requirement.
- Any board member may propose a motion at any time by e-mailing it to the other board members as the single subject of a message with an appropriate subject line. Messages containing more than one motion are out of order. The president need not recognize the motion or call for a 2nd to it.
- As soon as a motion is properly proposed, any other board member may 2nd it. It is then open for discussion, again without need for the president to call for discussion.
- Discussion will remain open on a motion until
- 3 business days have passed without any further discussion,
- the president deems it prudent to vote, or
- any 2 board members call for a vote.
- Voting on a motion shall remain open until the earliest of
- all current board members having voted,
- any “no” or “further discussion needed” vote being cast, or
- 7 business days.
- It is permissible to have multiple motions being processed at once, and for new motions to be introduced while earlier ones are still being considered. However, each message shall be confined to the specific single motion identified in its subject line. It is the responsibility of the president to keep track of the status of all pending motions and to provide the other board members with a report of such stati if necessary.
- The secretary shall treat each motion as a separate meeting for purposes of preparing minutes, even if the “meetings” are being held concurrently in real time.
