It became apparent that the old Constitution, due to many specific clauses which no longer were vapidly applicable to the current state of the SFPA, was no longer a viable instru-ment for governing our operations. It was also apparent, after a little study, that there were too many separate clauses in the old Constitution requiring attention to make voting on all the changes a reasonable option. So it was decided that writing and presenting a new Constitution was the most reason-able option to get the job done in one fell swoop.
All this time. Bill Daciuk, with some suggestions from J.C. Hendee and Marge Simon, has been hard at work preparing this document for review by the membership. Here it is, folks—our proposed new Constitution. We ask that you look it over carefully. Much care has been put into its wording and into its format. You will notice that it has be carefully divided into Articles with attendant Sections, so that any future changes that may become neces-sary can be handled by easily addressing specific Articles and Sections for vote.
The official vote for the ratification of this new Constitution will be handled on the upcoming 1993 Rhysling Award ballot. This will give everyone time to discuss any issues of interest on the topic and will save everyone from having an extra ballot to mail back.
Until that time, please give this your attention.
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The name of this organization shall be the Science Fiction Poetry Association, also referred to as the SFPA.
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Any individual or organization with an interest in the work of this Association may become a Member upon payment of proper dues to the Treasurer ofthis Association, with the remitted funds to be payable to the SFPA, as outlined in Article III, Section D & E, and not to be payable to any individual or Officer. Term of Membership is for one year, which may be renewed annually upon repayment of dues. Each individual or organizational member will have one vote in any and all issues of vote put before the Membership.
A). Annual dues for membership may be raised or lowered, or payment provisions changed, or alternative meth-ods of payment or alternative methods or terms of membership allowed, upon proper approval of the membership, as provided for in Article VI, Section A.
B). As of 1/1/1993, the annual dues for membership in this Association (in USA funds or correct equivalent) are $13.00 in the USA territories, $15.00 in Canada/Mexico, $18.00 Overseas.
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The purpose for which this Association is formed is to provide for communication and exchange of information among its members, and to engage in such activities which are appropriate to such an Association, the primary interest of which is promoting the writing, enjoyment, and publishing of poetry and related arts in the science fiction genre.
A). The definition of the term "science fiction," as it pertains herein, includes, but is not limited to, the genres of science fiction, science, fantasy, horror, speculative, and all other areas of poetry and related thematic interest which current practitioners and readers commonly accept as inclusive within the broadest reasonable limits of the term.
B). A periodic Newsletter shall be published by this association and distributed to all current Members as part of benefits of membership in this Association at intervals ranging between four and twelve times per year, for the purpose of furthering the interests of the Association. Such Newsletter is to include, as required by the interests of the Membership, financial reports of the Association, genre poetry market news, reviews of genre poetry publications, genre poetry by both Members and non-Members, and any other articles of interest as selected by the Editor and appointed associates and assistants.
C). The title of said Newsletter shall be: STAR*LINE, Newsletter of the Science Fiction Poetry Association.
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IV. APPLICABLE LAW AND PLACE OF BUSINESS:
This Association, although not incorporated in any State of the United States at the time of the drafting of this Constitution, will nevertheless operate as a not-for-profit organization within the commonly accepted guidelines for such or-ganizations. All profits and surpluses derived from membership dues, contributions, publications, and all other sources of income, will not accrue to the benefit of any individual, but will be returned to the Association for purpose of furthering the activities described in Article III, above. The principle place of business of this Association will be the State of the United States in which the current President of this Association normally resides, and the law of that State will be accepted as governing all business between individual members and the Association, except for that body of law dealing with conflicts of law. There will be a rebuttable presumption that all transactions between members, submitters, Officers, and third parties to whom the Association owes a debt or any other obligation, will be deemed to have taken place in the State where the President normally resides.
A). Upon dissolution of the Association, after payment of all remaining obligations, the last presiding President is directed to distribute the remaining funds of this Association to any foundation, organization, or not-for-profit corporation organized and oper-ated exclusively for literary purposes and which has established its tax-exempt statusunder the currently applicable section(s) of the Internal Revenue Code. If no President is extent at the time of dissolution, then this duty falls to the next Officer in line in the following order, according to the Officers still extent at the time of dissolution: Treasurer, Secretary, Editor of the Newsletter. If no Officer of the Association is extant at the time of dissolution, or otherwise able to carry out this request, then the monies on deposit in the Association's accounts will be left to the discretion of the Directors of the financial institution which holds the account(s), with the request that they distribute the remaining funds as outlined above, after payment of all obligations to that institution. A copy of this Constitution is to be given to that institution at the time of the establishment of such accounts.
B). All accounts of the Association extant at the time of ratification of this Constitution shall be deemed to have already met all requirements of this Constitution.
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A President, a Secretary, and a Treasurer will be elected or duly ratified by the Members of this Association in accordance with the procedures govern-ing Elections, Proposals, And Voting, outlined in Article VI, below. Each Officer will serve for an indefinite term until resignation or removal as provided for in Article VI, Section E.
A). The President will be the Executive Officer of this Association and will have authority to administer its affairs, to call and preside at meetings, to appoint an Editor of the Newsletter or serve in that capacity at the President's discretion. The President may appoint any assistants at any time and delegate any business to them, except as provided for in this Constitution. The President will also have full Editorial authority over the form, contents, and methods of production of the Newsletter.
B). The Secretary will maintain all records of the Association, will take minutes at any official meetings of the Association, will preserve copies of all issues of the Association's publications and will perform other duties as delegated by the President, including the initiation of the election process and the counting of ballots in any proposal for voting presented to the membership, unless otherwise delegated by the President. Furthermore, the Secretary will preserve copies of all official correspondence relating to the business of the Association and the originals of all ballots from matters voted on by the membership for at least 3 years from the date of such documents and ballots. In the event of the resignation or removal of the President, the Secretary will assume the duties and authority of the President until a new President is elected/ratified in accordance with Article VI, below.
C). The Secretary may, as deemed necessary or desirable, appoint an Assistant Secretary to aid in admin-istering the duties of the Secretary's office. The Secretary will be held re-sponsible for all duties of the Secretary's Office performed by the Assistant Sec-retary.
D). The Treasurer will maintain all bank accounts and financial records of the Association, will issue payment for material to published in the Newsletter upon the direction of the Editor, will issue payment for other obligations of the Association at the direction of the President, and will report to the mem-bership on the current financial status of the Association, via the Newsletter, at regular intervals to be established by the President.
E). Authority is hereby granted to the Treasurer and President to establish one checking or payment order account under the name of the SFPA at any recognized and FDIC certified financial institution in the USA, for the purpose of the safekeeping of the Association's funds and for payment of its obligations. Said account is not to be under the payable name of any individual or Officer. Both the Treasurer and Presi-dent wil have unlimited single-signature check signing authority on this account
F). The Treasurer may, with written approval from the President, as deemed necessary or desirable to aid in administering the duties of the Trea-surer's office, appoint an Assistant Treasurer, who will have signature au-thority on SFPA accounts. The Trea-surer will be held responsible for all transactions and duties of the Treasurer's Office performed by the Assistant Trea-surer.
G). Authority is hereby granted to the President and Treasurer to open a time-deposit account under the name of the SFPA at any recognized and FDIC certified financial institution in the USA for the safekeeping of the Association's funds, and the President, Treasurer, and any properly appointed Assistant Treasurer, as outlined in Section D above, will have the unlimited authority to transfer funds to the Association's checking account as the needs and best interests of the Association may require.
H). At the discretion of the Membership, as provided for in Article VI, the offices of Secretary and Trea-surer may both be held by one person, but in no event will the President also hold such an Office, and in no event will less than two persons hold all three Offices of this Association.
I). In a case where any Officer becomes unable to fulfill the duties of their Office, without official resignation or removal from office, the next Officer downward in the hierarchy is required to take authority over the vacant Office for the purpose of fulfilling Official responsibilities to the Association and its Members until a new Officer for the va-cated Office can be established according to Article VI. The hierarchy of passed authority in downward progression is: the President, the Secretary, the Treasurer, then the Editor of the Newsletter if such is not also the President; appointed Assistants will not assume authority in this hierarchy. If all Officers become unable or unavailable to ful-fill the requirements of their Offices, the Members shall approach a previous Officer to adjudicate the im-mediate elec-tion/appointment of re-placement Officers. If no previous Officers are available, the Members are at their discretion to elect/appoint any current Member to adjudicate official election/appointment of new Officers according to the pro-visions of this Constitution.
VI. ELECTIONS, PROPOSALS, AND VOTING:
Due to geographical limitations, this Association will not require an annual meeting for the transaction of business, but will conduct its business regularly by mail and mailed ballot, subject to the terms and limitations described herein. All official business not otherwise delegated by this constitution is to be proposed and published in the News-letter, with the necessary ballot forms to be printed or provided therein, or other proper forms described, with the limi-tation that all acceptable responses are to be such that they may be properly re-turned at the current postcard format and rate.
A). The Editor of the Newsletter is hereby directed to make space available in the Newsletter on a priority basis for the publishing of all business requiring a vote by the Membership. No proposals or elections will be deemed as binding unless a properly detailed description of them is published in the Newsletter, and no questions or elections will be proposed to the membership other than by way of the Newsletter.
B). Any changes proposed to this Constitution, or adoption of any subsequent By-Laws to modify or enhance the administration of this Association, will require approval by a two-thirds majority vote of the Member-ship, but with the provision and under-standing that, regardless of the size of the currently registered membership, the base for the calculation of this “two-thirds majority” will be defined as two-thirds of those ballots returned by the members to the appropriate Officer within 60 days after the mailing date of the Newsletter in which the question appears, or according to a specified deadline not to be less than 30 days. Matters relating to the election/ ratification of Officers, the requirements of membership, or any other questions relating to the business of this Asso-ciation will be decided by a simple majority of 51% or better of the responding membership.
C). Any member at any time may petition by letter the Officers of this Association to present a question or proposal for voting; such proposal is to be published by the Editor in the next available issue of the Newsletter, if the proposed question is seconded by letter by at least two other current members of the Association. The question or proposal will then be presented for a vote by the membership, as provided for herein.
D). All matters of vote proposed to the membership will be worded as clearly as possible, and all ballots and forms or guidelines for ballots will clearly contain the address of the Offi-cer, or appointee for counting, to whom the ballot is to be returned. Any indi-vidual appointed by the President may count the returned ballots, and will provide a report both to the President and the Secretary within 30 days from the receipt by mail of the last eligible ballot. Such individuals appointed to count ballots shall not be the individual who first presented the question, pro-posal, or matter of election, nor any individual who seconded the same. The results of the count are to be reported in the next available Newsletter, and any changes instituted as a result of the ballot count are to be considered to be in effect with the publication of said results in the Newsletter. The ballots, if counted by an individual other than the Secretary, shall be returned to the Secretary at the time of the report of results.
E). There will be no regular elections for the positions of Officers in this Association; however, upon the resig-nation of any Officer, the next Officer in line of authority will publish in the next Newsletter, as soon as is practicable, the notice of such resignation and will advertise for interested members to submit their names or otherwise be nominated to fill the vacant positions. Such notices or nominations are to be returned to this Officer next in line or his/her designated appointee within 30 days of the mailing date of the issue of the Newsletter in which such notice appears. Nominations will be published in the next available issue of the Newsletter, with appropriate ballot forms, and the mem-bership will vote on the election of the new Officer, as pro-vided herein.
F). Any Officer may be removed from Office by a two-thirds majority vote of the responding membership, upon proper petition and seconding of such petition as described above, and with the publication of a clearly-worded ballot, within the guidelines and time-lines as described above in Section C. The removal of the President shall also include the immediate removal of the Editor of the Newsletter, if that Editor is an appointee other than the President, unless otherwise provided for in the officially published ballot or ballot form. The effective date of such removal will be the date on which the officially appointed ballot tabulator becomes aware, by exercise of reasonable dili-gence, of the outcome of the vote and communicates it to the next Officer in line of authority listed in Article V, Section I. In the event of a voluntary resignation of any Officer, the Secretary or other Officer next in line of authority is appointed to receive and accept such resignation, present it to the membership by way of the next available Newsletter, and issue a call for and to accept nominations for a replacement, as described above.
G). Unless otherwise provided for by appointment of the President, or by the Secretary, and recorded in writing by letter to the Secretary, the Secretary will tabulate all ballots on all questions and elections to come before the Member-ship. In any event, the results of any voting will be communicated to both the Secretary and the President, and the original ballots will be returned to the Secretary for safekeeping.
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VII. ACCEPTANCE OF OFFICE:
Any Officer elected, appointed and/ or ratified for any Office of the SFPA, as listed in Article V, Section A & B & C, shall upon acceptance of their specific Office make known to the Membership via the Newsletter their agreement to fulfill the obligations of their appointed/
elected Office until removal or acceptance of a Letter of Resignation, as outlined in Article V and in Article VII, Section F. Upon receipt of the statement of acceptance by the Editor of the Newsletter, the newly elected/appointed Officer shall be considered fully responsible and fully accountable for the execution of all duties associated to the specific Office, and shall be accountable for all resulting effects and circum-stances directly relatable to action or inaction taken as such Officer of the SFPA. Such responsibility and obli-gation to the duties as an Officer shall remain in effect until resignation or re-moval, as provided for herein.
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VIII. RATIFICATION OF THIS CONSTITUTION FOR THE SCIENCE FICTION POETRY ASSOCIATION:
Under the terms of Article X of the original Constitution of the Science Fiction Poetry Association, first pub-lished on an unknown date, acceptance by two-thirds of the membership re-sponding via mail ballot, the vote of which shall be attached to the 1993 Rhysling Award ballot, this exact version having been presented to the Membership in Volume 16, Issue 1 of STAR*LINE, The Newsletter of the Science Fiction Poetry Association, will constitute acceptance of this revised Constitution, and all other Constitutions, Articles, and By-laws not found within this document are hereby revoked by the Membership.
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And so there you have it.
From individual perspectives, some fine-tuning might be seen to be needed, but all in all we believe this new Con-stitution captures the integrity, com-mitment, and spirit of endeavor put forth in the first Constitution of the SFPA.
Bill has worked hard to make this a fully functional set of rules inclusive of all necessary articles and bylaws for governing the association.
We are asking for a ratification of this new Constitution by the Mem-bership when the Rhysling Award Ballot is shipped in a couple of months. •