MASSFILC, Inc By-laws
Last amended September 24, 2011
ARTICLE I - NAME:
The name of the corporation is:
ARTICLE II - PURPOSE:
The purpose of this organization is to encourage the following activities:
Promote the enhancement and furtherance of the music related to science fiction and fantasy in literature, film, theater, radio, television and other media.
Promote the enhancement and furtherance of the music related to science fiction fan activities.
Originate, arrange, provide, buy, sell, and distribute with or without compensation the forms of music described above, colloquially known as 'filk'.
Acquire, hold, use, sell or in any manner dispose of, or deal with, copyrights or other rights connected with the publishing of such forms of music as listed above.
Originate, arrange, sponsor, and hold meetings and conventions, lectures and talks for the further advancement such forms of music as listed above.
Carry on any other business in furtherance of the foregoing and not inconsistent with the constraints applied by Section 501 (c) (3) of the Internal Revenue code of 1954 as amended (or the corresponding provisions of any future United States Internal Revenue Law).
ARTICLE III - MEMBERSHIP
Section 1. MASSFILC is open to all individuals who are interested in pursuing the objectives of the organization except as provided in Article III, Section 4.
Section 2. General Membership. Any individual who has attended at least one regular meeting of the organization in the last twelve months is a General Member of MASSFILC. General members have floor privileges at all MASSFILC meetings.Section 3. Voting Membership.
(1) (Amended September 13, 2003) Any individual who has attended at least five regular meetings of MASSFILC in the preceding 365 days, inclusive of the current meeting, and who has at any time notified the Clerk of intent to be considered as a Voting member, is a Voting member of MASSFILC. Voting members have the right to vote at annual meetings, special meetings, and business meetings of the organization.
(2) (Amended September 13, 2003) Other MASSFILC activities can be substituted for the meeting requirement upon the recommendation of the Executive Board and the ratification of those requirements by 3/4 of the voting membership or by an affirmative vote of 3/4 of the voting members present at the annual meeting.
(3) (Amended December 4, 2004) Voting rights may be conferred on an individual who is present at a meeting, for the duration of that meeting, by recommendation of the Executive Board and ratification by 3/4 of the voting members present at the meeting.
(4) Any individual who is eligible to be a Voting Member of MASSFILC can change his or her status to that of General Member by informing the Clerk in writing of his or her desire to do so.
Section 4. Former members of MASSFILC who have been expelled according the provisions of Article 12, Section 1 are not eligible to become members of MASSFILC unless a petition of reinstatement is approved by the same vote required for the expulsion.
ARTICLE IV - OFFICERS
Section 1. The officers of MASSFILC shall be elected at the annual meeting and serve until the next annual meeting.
Section 2. President. The President of MASSFILC shall be the presiding officer of organization. The President's responsibilities include, but are not limited to:
- a) Presiding at business meetings of the organization.
- b) Presiding at the annual meeting of the organization.
- c) Presiding at executive committee meetings of the organization.
- d) Carrying on the activities of MASSFILC between meetings.
- e) Creating committees and appointing committee chairmen, with the consent of the executive board, to carry out special projects.
- f) Carrying out all duties required by law.
Section 3. Treasurer. The Treasurer of MASSFILC shall be the chief fiscal officer. The treasurer is responsible for the carrying out the financial activities of the organization. The Treasurer's responsibilities include, but are not limited to:
- a) Maintaining the financial records of the organization.
- b) Maintaining the organizations bank account and carrying out all banking transactions in a timely fashion.
- d) Filing all financial reports required by law.
- e) Presiding at meetings in the absence of the President.
Section 4. Clerk. The Clerk of MASSFILC shall have the powers of clerk of the corporation. The Clerk is responsible for maintaining the corporate records of the organization. The Clerk's duties include, but are not limited to:
- a) Maintaining a record of the proceedings at all business meetings, executive committee meetings, special meetings and annual meetings of the organization.
- b) Maintaining the membership roster of the organization.
- c) Notifying members of upcoming meetings.
- d) Filing all required reports with the state secretary of Massachusetts.
ARTICLE V - EXECUTIVE BOARD
Section 1. The Executive Board of MASSFILC shall have the powers of Directors of the Corporation as regulated by Massachusetts State Laws and Regulations and constrained by these By-laws.
Section 2. The Executive Board of MASSFILC shall consist of the President, Treasurer, and Clerk of the organization.
ARTICLE VI - MEETINGS(Amended September 9, 2006)
Section 1. (Amended September 13, 2003) Annual Meeting. The annual meeting of MASSFILC shall be held in September or October. The time and place of the meeting shall be set by the Executive Board. The members shall be notified of the time and place of the meeting at least twenty-one days in advance.
Section 2. Regular Meetings. Regular meetings of MASSFILC shall be held for the purpose of singing and promoting music. Regular meetings shall be scheduled at least one month in advance. There shall be at least nine regular meetings of MASSFILC every calendar year. The members shall be notified of the time and place of a regular meeting at least ten days in advance.
Section 3. Business Meetings. Business meetings of MASSFILC shall be conducted to carry out the necessary business of the organization. Business meetings shall be held in conjunction with all Regular Meetings of the organization.
Section 4. Executive Committee Meetings. The Executive committee shall set the time and manner of its meetings.
Section 5. Special Meetings. A special meeting of MASSFILC can be called by the President, the Executive Committee, or by the Clerk upon the written petition of at least ten percent of the quorum required for a vote on any matter at the annual meeting.
Section 6. Mail ballots in lieu of a meeting. Any action required or permitted to be taken at any meeting of MASSFILC may be taken without a meeting if all voting members consent to the action in writing and the written consents are filed with the records of the meetings of MASSFILC
Section 7. The rules contained in the latest revised edition of Roberts Rules of Order shall govern the Business, Special, and Annual meetings of MASSFILC in all cases to which they are applicable and in which they are not inconsistent with these by-laws or any special rules adopted by the Voting Members at meeting.
Section 8. (Added September 9, 2006) If it becomes impossible to hold a Regular Meeting at the announced location, the Executive Committee may set a different location at the same date and time for the meeting, provided members are given at least seventy-two hours' notice. Notification by standard electronic means shall be considered sufficient for this purpose; the Executive Committee shall make every reasonable effort to contact any General or Voting members who normally get meeting announcements by other than electronic means.
ARTICLE VII - PROXIESSection 1. Only voting members of MASSFILC can hold a proxy.
Section 2. No voting member can hold more than one proxy.
ARTICLE VIII - QUORUM(Amended December 4, 2004)
Section 1. Business Meetings. Four voting members of MASSFILC or 10% of the voting membership of MASSFILC, which ever is higher, must be present or represented by a valid proxy to conduct business at a business meeting.
Section 2. Annual Meeting. Two thirds of the voting membership of MASSFILC must be present or represented by a valid proxy to conduct business at an annual meeting.
Section 3. Special Meetings. Two thirds of the voting membership of MASSFILC must be present or represented by a valid proxy to conduct business at a special meeting.
ARTICLE IX - ELECTIONS
Section 1. The President, Treasurer, and Clerk of MASSFILC shall be elected at the annual meeting and serve until the conclusion of the next annual meeting.
Section 2. Elections shall be conducted by secret ballot. This provision can be waived by unanimous consent of those voting members present at an annual meeting.
ARTICLE X - OFFICER VACANCIES.
Section 1. In the event that the office of President, Treasurer, or Clerk is vacant, the Executive Board shall call a special meeting of MASSFILC to elect someone to fill the vacancy until the conclusion of the next annual meeting.
ARTICLE XI - REMOVAL OF OFFICERS AND COMMITTEE CHAIRMEN.
Section 1. The President, Treasurer, or Clerk can be removed with or without cause by the vote of a majority of the voting members of MASSFILC.
Section 2. A committee chairman can be removed with or without cause by the vote of a majority of the Executive Committee then in office.
Section 3. Any officer may be removed from his office for cause by vote of a majority of the Executive Committee then in office.
Section 4. An officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him.
ARTICLE XII - EXPULSION OF MEMBERS
Section 1. A member of MASSFILC can be expelled for cause by vote of the two-thirds of the Voting Membership of MASSFILC.
Section 2. A vote on the expulsion of a member can take place at any Special, Regular, or Annual meeting of MASSFILC provided that reasonable notice of the action was given to the membership and the member in question is given the opportunity to be heard before the meeting considering his expulsion.
ARTICLE XIII - BY LAWS CHANGES(Amended September 13, 2003)
Section 1. These by-laws may be amended through the affirmative vote of at least three quarters of the Voting Members of MASSFILC present at an Annual or Special Meeting.
Section 2. Proposed by-laws changes must be submitted to the clerk at least 45 days prior to the Annual or Special Meeting at which the changes will be voted upon, or later with the unanimous approval of the Executive Board.
Section 3. Proposed by-laws changes must be mailed by the clerk either as part of the meeting notice or separately, but in all cases at least 21 days before the proposed changes are to be voted on.