Annotations to the Capobianco et al. By-laws

The Capobianco By-laws remedy these problems. It is, for the most part, a technical revision.  Most of the differences from the Bear By-laws are changes the membership already voted in favor of, but which the membership never got to approve in official by-law form.  One exception is to extend powers to members, missing from previous by-laws, and consistent with a democratic organization. 

Although the membership is being presented with copies of the Bear by-laws and the Capobianco by-laws to assist them in the voting, this annotation also has been prepared, to make  comparison easier.  The changes between the 1988 (Bear) by-laws and  the 1999 (Capobianco et al.) by-laws are pointed out, along with  information as to the source of these changes (a list of references for the sources is provided). Any change listed below with no source means that the change is  being proposed in this set of by-laws for the first time.

Earlier drafts of the Capobianco et al. technical revisions were written before the Robert Sawyer Referendum of October 1998.  Changes approved by the membership in that referendum have been included in these revisions.  The Sawyer Referendum questions were worded as changes to the Bear By-laws, the officially ratified set of By- laws in place in October 1998.

A great deal of work has gone into preparing these new by-laws. By-laws are vital to having a SFWA that functions well for the benefit of the membership. We, the SFWA Board of Directors, ask that you take the time to read through these by-laws and, if you approve, vote to ratify them. There are also two important questions related to the participation of the membership in proposing and voting for future amendments to our by-laws, and we ask you also to vote on these. The results of these two questions will be incorporated in a final, fully ratified set of by-laws. A business reply envelope is enclosed for your convenience.  The deadline for receiving your votes is May 15, 1999.

Thank you for your consideration and your vote.

Article I: Name

The main change here is that the name of the organization is no longer Science Fiction Writers of America, Inc. but Science Fiction and Fantasy Writers of America, Inc., as approved in the Bova Referendum of 1991: "The name of the Corporation shall be Science Fiction and Fantasy Writers of America, Inc. (SFFWA, Inc.)" (Bova, 1/92, page 2). In the 1996 "F" Referendum, members approved a change in the SFFWA initialism, dropping the second F and returning to the old initialism of SFWA, Inc. (Capobianco, page 2).

Article II: Purposes

This article remains mostly unchanged. The section about "producers of non-print media" has been changed to include "print" media as well, a clarification original to the Capobianco et al. revisions. As approved by the Bova Referendum, "science fiction writers" has been expanded to "science fiction and fantasy writers" (Bova 1/92, page 2).

Article III: Prohibited Activities

Section 1: No change.

Section 2: In the Bear by-laws, the corporation is referred to as a "non-profit organization." The Capobianco et al. revisions refer to SFWA as a "Massachusetts nonprofit organization," since SFWA was incorporated in Massachusetts. Also, working policies amendments to these by-laws are now made by a majority of the "officers" instead of a majority of the "Board of Directors." These are all changes original to these revisions and approved by the Capobianco Board of Directors, June 1998.

Article IV: Membership

Section 1: The Bear by-laws established four classes of membership: active and illustrator, affiliate, estate, and institutional. The Bova Referendum eliminated non-fiction publications as qualifying for active membership (Bova, 1/92, page 1). The Ben Bova Board of Directors separated single-publication affiliate writers out from the affiliate class and put them in a fifth class, associate members. (Bova 3/92, page 1). The Haldeman Referendum eliminated foreign English-language publications outside of North America as qualifying for associate and active membership, (ab Hugh), but the Sawyer Referendum later allowed foreign English-language publication. The Sawyer Referendum also established a Senior Membership Benefit allowing for long-time members to waive dues if they elect to become associate members (Sawyer, 12/98, page 10).

Section 2: The new section about active members eliminates the separate category of illustrator members, which was section 2(b) in the Bear by-laws. The Bova Referendum determined that art was no longer acceptable for active membership (Bova 1/92, page 2). All information about qualifying publications in the Bear by-laws has been moved to a new section (see below).

Section 3: The Capobianco et al. revisions more clearly define the associate class, stating that one qualifies for this class with one short fiction sale.

Section 4: No change.

Section 5: The main changes here are to include "fantasy" along with "science fiction" (again, as per the Bova referendum; Bova 1/92, page 2) and to indicate that the restricted publications (Forum, Nebula Awards™ Report) go not only to active members, but also to associate members (as per the Bova Board working policy change, Bova 3/92, page 1).

Section 6: No change.

Section 7: In the Bear by-laws, this section discussed Membership Committee. The Bova Referendum defined Qualifying Publications much more specifically: English language prose fiction or drama paid for at three cents a word, professional book publishers as being listed in the Literary Market Place, no small press publications, and collaborations between two writers counting as half a sale. (Collaborations among more than two people will not count as qualifying publications.) The Bova Referendum also allowed for publication in the horror genre and in dramatic form (Bova, 1/92, page 2). The Sawyer Referendum dropped the phrase "United States or Canada" and allowed publication anywhere in the English language in the World. It also allowed for electronic publication. (Sawyer, 10/98, page 10). The Capobianco revisions in Section 8 define the Membership Committee in the same way as Section 7 of the Bear by-laws, again changing "Board of Directors" to "officers." The Bova Referendum allows the Membership Committee to grant active status to a currently non-active member on the basis of need and at its discretion (Bova 1/92, page 1).

Section 8: Term of Membership. This is now the New Section 9, but with no changes.

Section 9: Dues. This section has been removed entirely, as it is discussed in Article VI of the Capobianco et al. revisions.

Section 10: Expulsion of Member. The only change here is to allow for expulsion of Life Members as well as others.

Section 11: Honorary Members. The only change here is to state explicitly that honorary members may not purchase life memberships.

Article V: Officers

Sections 1-3 of the Bear by-laws are replaced by new Sections 1-4 of the new by-laws. The main change here is to clarify the definition of officers, which had been interpreted sometimes to mean the four one-year positions of President,Vice-President, Secretary, and Treasurer; "officers" and "Board of Directors" now mean the same thing. This clause rephrases Article VI, Section 1 of the Bear by-laws and adds the Canadian Regional Director as a voting director, as per a decision by SFWA President Joe Haldeman and the Board creating the region and adding a non-voting Canadian Regional Director (Haldeman 4) and a vote of the members granting the Canadian Regional Director a vote (ab Hugh). Elections of the Regional Directors are only by the members in that particular geographical region. Any action that had to be taken by the Board of Directors previously is now defined as having to be taken by the officers.

Section 4: Duties and Powers. This is the new Section 5 in the Capobianco et al. revisions. Changes are as follows:

(a) President. This section adds the word "employee" and explicitly states that the President now has exclusive power to sign contracts for the corporation, and to hire and dismiss employees, independent contractors, vendors, or suppliers (such as the former Executive Secretary or the current Executive Director). Such employees can only be engaged with the consent of other officers for not more than three years.

(b) Vice-President. The Vice-President is now given explicit power over appointing all committees, except the Membership and Election Committees. The V.P. also has the power to sign contracts if the President cannot, and becomes President if the office is vacated through the remainder of the term or until a special election.

(c) Secretary. The Capobianco et al. revisions further define the duties of the Secretary, adding that he or she shall keep minutes for the Business and Board Meetings and keep members informed of relevant Corporation business.

(d) Treasurer. The Capobianco et al. revisions state that the Treasurer will keep the money in federally insured bank accounts or other safe accounts, and will maintain separate accounts for the Legal Fund and the Emergency Medical Fund. The Treasurer also collects all moneys and is now explicitly responsible for the filing of the Corporation tax forms.

(e) Regional Directors. This has been moved here from the Bear by-laws Article VI. The roles of the Regional Directors remain the same, although the Overseas region is now defined as the region which includes all areas not included by the other regions.

New Section 6: This section explicitly states that the officers and the Board of Directors of SFWA are now the same thing, as per revisions original here, and clarifying Article VI, Section 1 of the Bear by-laws. It also includes the Canadian Regional Director as a voting director, per the Haldeman Referendum (ab Hugh).

Article VI: Board of Directors

The Bear Article VI about the Board of Directors has been superseded by the New Article V.

Article VII: Dues (now New Article VI)

This is now Article VI. Sections from various articles in the Bear By-laws have been consolidated into one new article, as follows:

Section 1: This section moves from the Bear By-laws Article IV, Section 1, the section stating that dues must be paid within the first fifteen days of the new fiscal year, and that dues may be prorated. The existence of Life Memberships has been moved from part (b) of this section to a New Section 3.

Section 2: This section moves from the Bear By-laws Article VIII, Section 2, the section on delinquency of dues; it remains essentially the same.

Article VIII: Elections (now New Article VII)

This is now Article VII.

Section 1: The change here is that the Elections Committee is appointed by November 1 instead of in January, a change original to these revisions. The duties of the committee have been moved to Section 2.

Section 2: In the Bear by-laws, it was stated that the list of candidates would be provided to the President in March. The new by-laws change this to February, and state that the ballots are to be sent out on or before March 1 and counted in April for report in the next Forum.

Section 3: This section remains essentially unchanged.

Section 4: This section remains unchanged.

Section 5: In the event of a tie, the Bear by-laws merely state that another ballot is to be sent out. The new by-laws require this to happen within sixty days. All these changes are revisions original here.

Article IX: Removal of Officers (New Article VIII)

The Bear Article IX is the New Article VIII.

Section 1: The only change is to replace "Board of Directors" with "officers."

Section 2: Again, the only change is to replace "Board of Directors" with "officers."

Section 3: No change.

A New Section 4 has been added, which requires the President to resign if two-thirds of the active membership sign a petition to that effect, a change original to these revisions.

New Article IX: General Membership Meetings

There is no Article on membership meetings in the Bear by-laws. This new Article establishes the following:

Section 1: Business meetings will be held twice a year, once in the Spring at the Nebula Awards™ Weekend and once in the late Summer at the World Science Fiction Convention. However, if the World Science Fiction Convention is held outside of North America, then this second meeting occurs at the North American Science Fiction Interim Convention. Note that this is a change from current procedures, which required the Summer meeting to be held at the World Science Fiction Convention whatever its locale. This change is original to these revisions.

Section 2: This section establishes the possibility for regional meetings.

Section 3: This section sets the quorum for a Business Meeting to be thirty active members.

Article X: Amendments

Section 1: The Sawyer Referendum changed the number of votes to change an amendment from a majority of the active members voting, provided that number is at least one-third of the active membership, to a simple majority of the members who returned ballots (Sawyer, 10/98, page 13). Note that this amendment is reconsidered in a separate question. If the reconsideration passes, the amendment will be changed back to its original wording in the Bear by-laws.

Section 2: This section, about the amending of working policies, becomes the New Section 4. However, the new Section 2 creates a new procedure for active members to bring amendments to a vote. Those procedures include: publishing an amendment in the Forum, having it seconded, and having twenty people sign a petition; proposing amendments at the business meetings and having them passed by a majority of a quorum of the active members present; or having twenty people vote in favor of such an amendment at a regional meeting. In all cases, the amendments must be put to a vote of the full membership within three months and counted within forty-five days. Note that this new procedure is being offered for consideration by the membership as a separate question.  The specific provision of 20 members being able to obligate the sending of a referendum to the membership will become part of the new by-laws only if the membership approves that provision in the separate question.

Article XI: Awards

Section 1: The only change is to remove the sentence about lesser awards, which is placed later in this article, as a New Section 4.

Section 2: The Sawyer Referendum offered voters a choice of options for where to hold the Nebula ceremonies. The option selected, the "major US city" option, clarified the language establishing where the Nebula Awards™ Ceremony may be held. This section allows for the Nebula ceremony to be held in New York, Los Angeles, San Francisco, or any other major city in the United States (Sawyer, 10/98, page X).

There is also a New Section 3, which puts the Grand Master Award rules in the by-laws. These rules are consonant with those in the Nebula Award™ Rules, allowing for one Grand Master a year at most, to be decided upon by the current officers and the past Presidents, a clarification original to these revisions.

Article XII: General

The only change here is to replace "Board of Directors" with "officers" in appropriate places throughout the sections.

Article XIII: Dissolution

The only change here is that "Board of Directors" is replaced by "officers."

Works Cited:

The wording of the referendums or working policies, and the results of votes, are available on line at the SFWA Web Site (www.sfwa.org), or in the following publications:

1) Ben Bova, "President's Message" (Announcement of Referendum Results) Forum 124, January, 1992, pages 1-3

2) Ben Bova, "President's Message" (Announcement of Board working policy change to membership classes) Forum 125, March 1992, page 1.

3) Joe Haldeman, "President's Message" November 1992, Forum 128, page 4. Note: Haldeman's message reports on the vote taken at the April 1992 General Membership Meeting to create a Canadian Region, the May 1992 Board action implementing this decision (a Board working policy change), and announces a referendum to allow the Canadian Regional Director (then Robert Sawyer, elected May 1992) a voting power on the Board of Directors; votes on allowing English-language foreign publications to qualify for associate and active membership; and to require a two-thirds vote by the Board of Directors to create new regions.

4) Dafydd ab Hugh, "Secretary's Report," announcing the results of the Haldeman Referendum, March 14, 1993. Presented to the Board of Directors, but not published in the Forum.

5)Michael Capobianco, "President's Message," "F" Referendum changing SFFWA back to SFWA, Forum 152, December 1996, pages 2-3.

6) Robert Sawyer, "President's Message," announcing results of the Sawyer Referendum, Forum 164, December 1998, pages 1-13.