ARTICLE I Name The name of the Corporation shall be Science Fiction Writers of America, Inc., (SFWA, Inc.), hereinafter referred to as the "Corporation." ARTICLE II Purposes The purpose of the Corporation shall be to promote the furtherance of the writing of science fiction and related genres as a professional; in so doing, its activities shall include, but not be limited to, informing science fiction writers on professional matters, protecting their interests, and helping them deal effectively with agents, editors, anthologists, and producers in non-print media; encouraging public interest in and appreciation for science fiction literature; sponsoring, editing, and disseminating writings, papers, pamphlets, and other publications which exemplify science fiction 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. ARTICLE III Prohibited Activities 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 non-profit 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 Board of Directors. Any such amendments will be promptly reported to the membership. ARTICLE IV Members Section 1. Membership. There shall be four classes of membership in the Corporation: (1) active members, (2) affiliate members, (3) estate members, and (4) 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. Section 2. Active and Illustrator Members. (a) Active Members. Publication in the United States of literary or artistic works acceptable to the Membership Committee shall be required for qualification as an active member. Unless requirements are changed by subsequent action of the Membership Committee, a candidate shall be permanently qualified for active membership after acceptance and payment for three short items or one full-length single-author or collaborative work in our genre in professional media. "Genre," "media," "professional," and "collaborative" shall be defined at the discretion of the Membership Committee. Active members are entitled to receive all publications from the Corporation, vote in all elections, and nominate and vote for awards. (b) Illustrators. Illustrators shall be qualified for membership after acceptance of and payment for three professional illustration projects. "Professional," "illustration," and "projects" shall be defined at the discretion of the Membership Committee. Illustrator members shall not be eligible to run for office, nominate or vote on literary awards, but shall have all the other privileges of active status. Section 3. Affiliate Members. (a) Beginning writers or illustrators who have not met the qualifications for active membership may be admitted as affiliate members. Writers who have been published in professional foreign SF publications, and contributors of non-fiction to regular SF magazines, are also eligible for affiliate membership. (b) Any person who has a professional involvement with science fiction (such as editor, agent, reviewer, anthologist, etc.) but is not eligible to become an active 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 members. They may not vote in elections and may not nominate or vote for awards. 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 members, and will receive all publications, but may not 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 (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 members. They may not run for office, make nominations or vote on awards, or vote in elections. 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. Membership Committee. The Treasurer shall be the ex officio chair of the Membership Committee. The Membership Committee shall consist of the Board of Directors, except that the President with the consent of the Board of Directors 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 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 membership in the Corporation. Section 8. Term of Membership. Membership in the Corporation is for the fiscal year beginning July 1 and ending June 30 of the following year: Section 9. Dues. Dues shall be due and payable within fifteen days of the first day of each fiscal year. The Membership Committee shall have authority to pro-rate dues for members joining during a calendar year and shall have discretion to set pro-rated dues as it seems reasonable. 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. 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 Board of Directors. Honorary Members shall pay no dues and may not run for office or vote in elections or for awards but otherwise shall have all the rights and obligations of active members. ARTICLE V Officers Section 1. Officers. The officers of this Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. Section 2. Election. The officers shall be elected by ballot of the active members in good standing. 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. Section 4. 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 power to issue publications, appoint committees, conduct correspondence and perform such other duties as are incident to the office. The President shall have the authority to hire and dismiss any executive secretary and/or other 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. The President may with the consent of the other officers engage staff members 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 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. (c) The Secretary shall maintain membership lists, including the status of each membership. The Secretary shall publish and mail ballots, special notices, special publications, and other material as directed by the President. The Secretary shall keep records in such manner that information is always readily available, shall maintain an adequate filing system, and upon demand of properly qualified persons doing business with the Corporation shall supply all information relevant to the task in comprehensible form. 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 monies are not paid directly to the Treasurer. The Secretary shall answer correspondence of the Corporation as directed by the President. (d) 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 forty-five days of the start of the fiscal year. The Treasurer shall also promptly transmit to the Secretary and other officers any other information relevant to membership matters. The Treasurer shall send dues notices and collect all fees, annual dues and subscriptions and keep an account of all monies received and expended for the use of the Corporation. The Treasurer shall make disbursements on the written order of the President. The Treasurer shall deposit all sums received in a bank or banks, and shall make financial reports at least once a year, within forty-five days of the close of the fiscal year, and at any other time when called upon to do so by the President. The Treasurer shall be ex officio chair of the Membership Committee, as described in Article IV. ARTICLE VI Board of Directors Section 1. Numbers. There shall be a Board of Directors consisting of the four elected officers and four regional directors. Section 2. Manner of Acting. Where 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 Board of Directors shall act, said majority to be defined as not less than five votes. In case of a deadlocked four-to-four vote, the President may cast a second and decisive vote. Section 3. Regional Directors. Regional directors shall be elected by the members residing in the regions that each regional director respectively represents (the "Regional Directors"). They shall represent the Corporation in regional matters and preside over regional meetings. Any proposal adopted at such a regional meeting in which twenty or more members vote affirmatively shall be placed upon a ballot for consideration of all members, or placed on the agenda of a general business meeting of the Corporation, or, at the discretion of the officers, both. The regions shall be Eastern, South-Central, Western, and Overseas, as defined from time to time by the officers; but the Overseas region must always include the entire Eastern Hemisphere. Section 4. Term of Office. Regional Directors shall be elected for staggered terms of three years. Initially, the Eastern and Overseas Regional Directors (Class 1 Directors) shall serve for a term of 1 year and until the next annual meeting of the members and the Western Regional Director (Class 3 Director) shall serve for a term of 3 years and until the next annual meeting of members. Thereafter, the members shall elect one of the Class of Director for a three year term at each annual meeting of members. Section 5. Powers. The Board of Directors, 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. ARTICLE VII Dues Section 1. Dues Amounts. (a) All members (except Life Members and Honorary Members) shall pay annual dues in amounts set by the Board of Directors as provided in Article VI, Section. 5 (b) The Corporation shall offer all individual members (whether active or affiliate) the option to become Life Members, upon payment of a one-time dues assessment in an amount which is set periodically by the Board of Directors as provided in Article VI, Section 5. 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 without penalty, except for loss of good standing, at any time during the remainder of the year upon payment of their dues in full. They may be reinstated in any subsequent year upon payment of the then current dues in full plus a late charge set annually by the Membership Committee. The Treasurer may at discretion make other arrangements for delayed payment or payments in case of a member's need. ARTICLE VIII Elections. Section 1. Election Committee. In January of each year the President shall appoint an Election Committee of three members, none of whom shall be incumbent officers or candidates for office. The duties of the Election Committee shall be to use their best efforts to persuade qualified members to run for each Elective Office; to receive and count the ballots in the month of May following the nominations; and to announce the results to the President. Section 2. Nominations. In March 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. In the same month, the President shall prepare ballots and cause a copy thereof to be mailed to the last recorded address of each member eligible to vote. Section 3. Voting. All ballots shall have space wherein voting members may write the names of candidates not appearing on the ballot, such write-in votes to count as votes for the candidate whose names are written in. 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 names of the candidates so tied shall be submitted to the voting membership by ballot. Section 6. Vacancy. If no Vice President or Secretary or Treasurer 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 vacancy shall be filled by a special election, unless such vacancy occurs within the five months preceding a regular election. Section 7. Special Election. In any special election held between July 1 and December 31, all active members whose dues are fully paid for the remainder of the year shall be considered active members in good standing and eligible to vote. In any special election held during January or February, all members who established membership and paid dues during the preceding year shall be considered active members in good standing and eligible to vote. ARTICLE IX Removal of Officers Section 1. Any officer other than the President may be required to resign if the President calls for the officer's resignation and two thirds of the members of the Board of Directors other than the officer concerned so vote. In such event, the Board of Directors will appoint a replacement for the remainder of the resigned officer's term. Section 2. The President may be required to resign if two thirds of the members of the Board of Directors 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. The Vice President shall perform the duties of the President until a new President is elected. Section 3. The officer or director 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. ARTICLE X Amendments Section 1. These by-laws may be amended, repealed or altered in whole or in part by a majority of those active members voting, said majority to be not less than one third of the active members in good standing on the date of the vote. Section 2. Working policies within these by-laws may be amended by majority vote of the Board of Directors. Such working policies are 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 non-profit organizations as determined by the IRS or any law- making body, the Board of Directors 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 ARTICLE XI Awards Section 1. Achievement Awards. The Corporation shall present annual achievement awards to honor outstanding creative performance in the science fiction 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. The President and the officers collectively may give such lesser awards as they see fit under such procedures as they shall establish. Section 2. Ceremony The awards shall be presented at a ceremony to be held in New York, Los Angeles, or San Francisco, or another major city within the United States, at the discretion of the Board of Directors, on a date to be chosen by the President consulting with the Board of Directors. At the discretion of the officers, simultaneous ceremonies may be held in other locations. ARTICLE XII General 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 Board of Directors. Section 3. Independent Audit. To the extent the Board of Directors so determines, the financial books and records of the Corporation shall be audited from time to time by an independent auditor or accountant appointed by the Board of Directors. Section 4. Financial Statements. The Corporation shall issue an annual statement of its finances as of the close of the fiscal year to such persons as the Board of Directors, in its discretion, prescribes. Section 5. Gifts. The Board of Directors 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 directors and officers and, at the discretion of the Board of Directors, 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 be finally 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 Board of Directors, 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 foregoing rights 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. ARTICLE XIII Dissolution In the event of dissolution, all assets, real and personal, shall be distributed by the Board of Directors to such organizations as are qualified as tax exempt under ***section mark***501(c) of the Internal Revenue Code of 1986 as it shall be amended from time to time.