By-laws of Con or Bust, Inc.

A Not-for-Profit Corporation

Adopted April 17, 2016

Article I. Object

 

Section 1. Object of the Corporation. The object of the Corporation shall be the charitable and educational purposes of promoting the arts and culture in the form of speculative fiction (science fiction, fantasy, and related genres), by increasing racial diversity in the production of, and audience for, speculative fiction. The Corporation will widen access to creative industries producing speculative fiction and encourage engagement with speculative fiction among non-white people, by providing financial and other support to creators, critics, and participants in community and professional events.

Article II. Membership

 

Section 1. No Members. The Corporation is a charitable corporation and has no members as authorized by N.Y. Not-For-Profit Corporation Law sec. 601(a).

Article III. Notice

Section 1. Forms of Permissible Notice. Any notice required by these by-laws may be delivered via e-mail or such other electronic method that the individuals to be notified provide to the Secretary, unless mailing is specifically required by a section.  

Article IV. Directors

 

Section 1. Number of Directors. The property, affairs, activities and concerns of the Corporation shall be vested in a Board of Directors, consisting of not fewer than three and not more than seven Directors. Upon election, the Directors shall immediately enter upon the performance of their duties and shall continue in office until their successors are duly elected and qualified.

 

Section 2. Election and Classification of Directors. 

  1. Required vote. A Director shall be elected upon receiving the vote of the majority of the Directors whose terms have not expired.

  1. Initial election of Directors; classification of Directors. At the meeting at which these by-laws are adopted, additional members of the Board shall be elected by the three initial Directors who are named on the Certificate of Incorporation. The Directors shall be divided into three classes for the purpose of staggering their terms of office. The classes shall be as nearly equal in number as possible. The term of the first class shall expire at the next annual meeting of the Board; the term of the second class shall expire at the second succeeding annual meeting of the Board; and the term of the third class shall expire at the third succeeding annual meeting of the Board.

 

  1. Subsequent election of Directors: number of Directors to be elected. At each annual meeting after the meeting at which these by-laws are adopted, elections shall be held for a number of open seats equal to the maximum number of Directors permitted (see Section 1) minus the number of Directors whose terms have not expired. Candidates shall be elected only if they receive a majority vote of those Directors whose terms have not expired, regardless of the number of open seats; provided, that if the number of Directors on the Board after the election is fewer than three, then another election shall be held within thirty days.

 

  1. Subsequent election of Directors: length of term. The term of Directors elected at each annual meeting after the meeting at which these by-laws are adopted shall be three years.

  1. Reallocation of Directors among classes. At any time, the Board may reallocate Directors among the three classes to make the classes are nearly equal in number as possible; provided, that in addition to the approval of a majority of all currently-serving Directors, all Directors whose length of terms will be changed by the reallocation must consent to the change. Further, if the number of Directors is thereafter changed by the Board (see Article VI), the change shall be apportioned among the classes as to make all classes as nearly equal in number as possible.

  1. Reelection of Directors permitted. At the expiration of any term, any Director may be reelected.

 

Section 3. Duties of Directors. The Board of Directors may: hold meetings at such times and places as they think proper; appoint committees on particular subjects from the Directors; audit bills and disburse the funds of the Corporation; print and circulate documents and publish articles; employ agents; adopt, implement, and oversee compliance with a conflict of interest policy; and devise and carry into execution such other measures as they deem proper and expedient to promote the objects of the Corporation.

 

Section 4. Meetings of Board. The annual meeting of the Board of Directors shall be held during the month of March. Notice of the annual meeting shall be issued by the Secretary to each Director at least fourteen days before the time appointed for the meeting. When the President deems it necessary, or when two Directors make a written request, the Secretary shall issue a call for a special meeting of the Board. Only five days' notice shall be required for such special meetings.

Section 5. Waiver of Meetings. The Board or any Committee may take action without a meeting if all Directors or members of the Committee consent to the adoption of a resolution authorizing the action. Such consent may be written or electronic. If written, the consent must be executed by the Director by signing such consent or causing a signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the board or committee.

Section 6. Order of Business. At annual meetings of the Board, the order of business shall be as follows:

 

1. Reading of minutes of the last meeting for information and approval.

 

2. Reports of officers.

 

3. Reports of committees.

 

4. Election of directors and officers.

 

5. Unfinished business.

 

6. New business.

 

7. Reading and approval of minutes of meeting just held, if requested.

Section 7. Quorum. The presence of a majority of the currently-serving Directors at a meeting shall constitute a quorum for the transaction of business. In the absence of the President, the quorum present may choose a Chair for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later day, not more than fourteen days thereafter.

 

Section 8. Absence. Should any Director be absent unreasonably from two consecutive meetings of the Board without sending a communication to the President or Secretary stating an acceptable reason for so doing, the Director's seat may be declared vacant, and the Board may immediately proceed to fill the vacancy.

 

Section 9. Vacancies. Whenever any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it shall be filled without undue delay at a special meeting called for that purpose. The election shall be held within thirty days after the occurrence of the vacancy. The person so chosen shall hold office until the next annual meeting.

Section 10. Resignations. A Director may resign at any time by delivering written notice to the President or Secretary. Resignation will be effective on the delivery of the notice unless the notice specifies a later effective date. If a notice of resignation is not effective immediately, the Board may fill the vacancy before the effective date of the resignation, as long as the replacement Director  does not take office until the effective date of the resignation.

Section 11. No Compensation of Directors. Directors shall receive no salary or compensation.

 

Section 12. Removal of Directors. Any one or more Director may be removed either with or without cause, at any time, by a vote of a majority of all currently-serving Directors at any annual meeting or at any special meeting called for that purpose.

Article V. Officers

 

Section 1. Number of Officers. The Officers of the Corporation shall be a President, a Secretary, and a Treasurer. The office of Secretary and Treasurer may be held by the same person.

Section 2. Election of Officers. The Board of Directors shall elect all officers for a term of one year, the President being elected from the Board of Directors. An officer shall be elected upon receiving a vote of a majority of all currently-serving Directors.

Section 3. Duties of the President. The President shall preside at the meetings of the Corporation and the Board of Directors and shall be a member ex-officio with right to vote on all committees. The President shall communicate suggestions to the Corporation or the Board of Directors, and perform other duties incidental to the office of the President, in order to promote the prosperity and welfare of the Corporation.

 

Section 4. Duties of the Secretary. It shall be the duty of the Secretary to give notice of and to attend all meetings of the Corporation, its divisions and committees. The Secretary shall keep a record of each meeting, conduct all correspondence and execute all orders, votes and resolutions not otherwise committed. The Secretary shall notify the officers and Directors of the Corporation of their election; notify Directors of their appointment on committees; furnish the Chair of each committee with a copy of the vote under which the committee is appointed, and upon request, give notice of the meetings of the committee. The Secretary shall prepare, under the direction of the Board of Directors, an annual report of the transactions and condition of the Corporation. In case of absence or disability of the Secretary, the Board may appoint a Secretary pro tem.

 

Section 5. Duties of the Treasurer. The Treasurer shall keep an account of all moneys received and expended for the use of the Corporation, and shall make disbursements only after the disbursements are approved by two Directors other than the Treasurer. The Treasurer shall deposit all sums received in a bank, or banks, or trust company approved by the Board, and make a report at the annual meeting or when called upon by the President. Funds may be drawn only upon the signature of the Treasurer.

 

The funds, books and vouchers in the Treasurer's hands shall at all times be under the supervision of the Board and subject to its inspection and control. At the expiration of a term of office, the Treasurer shall deliver over to the Treasurer-elect all books, moneys and other property, or, in the absence of the Treasurer-elect, to the President. In case of the absence or disability of the Treasurer, the Board may appoint a Treasurer pro tem.

 

Section 6. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay at an annual meeting or at a meeting specially called for that purpose.

 

Section 7. No Compensation of Officers. Officers shall receive no salary or compensation.

Section 8. Removal of Officers.  An officer may be removed either with or without cause, at any time, by a vote of a majority of all currently-serving Directors at any annual meeting or at any special meeting called for that purpose.

 

Article VI. Amendments

 

Section 1. Amendments. These by-laws may be amended, repealed or altered in whole or in part by a majority vote of all currently-serving Directors at any organized meeting of the Corporation; except that an amendment of the by-laws to change the number of Directors requires a majority vote of the entire number of Directors the Corporation would have if there were no vacancies, and that no decrease of the number of Directors may shorten the term of any incumbent Director. The proposed change to the by-laws shall be e-mailed to each Director at least twenty days before the time of the meeting which is to consider the change, and each Director shall promptly acknowledge receipt. If the Director does not acknowledge receipt by ten days before the time of the meeting, the proposed change shall be mailed to the Director.

Article VII. Miscellaneous

Section 1. Fiscal Year. The Corporation's fiscal year shall begin on January 1 and end on December 31.