The current NESFA By-Laws were originally adopted at a special meeting on 31 March 1971. They replaced the original Constitution and By-Laws (adopted in October 1967) by a single document. While there was considerable difference in the arrangement of material (the old Constitution and By-Laws were often described as hopelessly confusing), there was little difference in substance.
Annotations in square brackets and italics [like this] give the dates of amendments to the By-Laws and other pertinent historical information. These annotations are of course not themselves part of the By-Laws. (The annotations up to 5/94 are written by George Flynn, who takes sole responsibility for their content. Certain of George Flynn's annotations were amplified in 6/2013 by Joe Ross, who participated in the drafting of the 1971 By-Laws. Thereafter they are written by the Rules Committee.) Sections with no annotations may be assumed to be part of the original 1971 text, and to derive in substance from the previous Constitution or By-Laws (in general no attempt will be made to distinguish which provisions were in each); sections dated "3/71" were introduced with the 1971 By-Laws.
As appendices to the By-Laws are included the following additional important documents: the NESFA Articles of Organization (July 1968), with all amendments thereto; the IRS letter approving NESFA's tax-exempt status (October 1971); the IRS letter reinstating NESFA's tax-exempt status (November 2019); and the Somerville letter recognizing the tax exemption of the NESFA Clubhouse (September 1991). [It is hoped to later include excerpts from some laws affecting NESFA; after all, some benighted Members have never even read Section 501(c)(3).]
The last printed edition of the By-Laws was dated July 1991, and was followed by five printed updates which brought it current to May 1994. In December 1998 a very slightly updated (to about August 1994) version was added to the NESFA website and declared to be the official version. In November 2002 the web version was brought fully up-to-date.
Section 10.2 defines several words or phrases to have specific meanings when used in these ByLaws. Do not assume that you understand anything unless you have reviewed those definitions.
[In addition to those provisions noted elsewhere, the 1967 Constitution included articles defining the name and purpose of NESFA, which were incorporated essentially verbatim into the Articles of Organization (q.v.). There was also an Article whose complete text read: "The Association is to have perpetual existence." The 1967 By-Laws began with "The informal name of the Association shall be 'The Eddoreans'"; this term soon fell into disuse, and was quietly forgotten.]
1.1 The classes of membership
in this Corporation are:
[Nearly all instances of the term "Corporation" in the
current By-Laws correspond to "Association" in the 1967 Constitution and
By-Laws, which were written before NESFA's incorporation (with a proviso that
all references to a corporate form were inoperative until incorporation): see
Articles of Organization.]
(a) Regular,
which, except as otherwise provided, entitles its holders to all rights,
privileges, and duties of active membership in the Corporation, and which
constitutes the only class of voting membership.
[The "except as otherwise provided" in (a), (d), and (e)
was added in 1/87: cf. Section 1.10.]
(b) Inactive, which, except as otherwise provided, entitles its holders to all rights and privileges of membership in the Corporation except voting rights. Inactive Membership is reserved for former Regular Members in accordance with Section 1.8. [Added 9/75: cf. Section 1.8.]
(c) General,
which, except as otherwise provided, entitles its holders to all rights and
privileges of membership in the Corporation except voting rights.
[Name originally "Associate"; changed 9/75. The 1967-71
By-Laws referred to "rights, privileges, and duties" here.]
(d)
Subscribing, which, except as otherwise provided, entitles its
holders to receive the generally distributed publications and notices of the
Corporation, and to such other rights and privileges as may be specified by the
Corporation.
[Name originally "Corresponding"; changed 11/75. Under
the 1967-71 By-Laws "persons residing within the metropolitan area of Boston"
were not eligible for Corresponding Membership, local people then being
admitted directly to Regular or Associate Membership. The entitlement was to
"publications of the Corporation" in 1967-71, to "the newsletter and journal"
(also in the next subsection) from 3/71 to 3/75, and to "the newsletter" in
both subsections from then until 1/87. Until 8/82 this section included a
cross-reference to Section 1.4 (q.v.).]
(e)
Affiliate, which is limited to organizations and, except as
otherwise provided, entitles its holders to receive the generally distributed
publications and notices of the Corporation and to such other rights and
privileges as may be specified by the Corporation.
[The right to receive publications was added in
3/71.]
(f)
Family-Dependency, which entitles its holders to the same
rights and privileges as General Membership, except the right to receive,
independently, paper editions of the publications, notices, and other mailings
sent to the sponsoring Member. Any Regular, Inactive, General, or Subscribing
Member may sponsor their cohabitants and immediate relatives for Family-Dependency
Membership.
[Originally Family-Dependency Membership was reserved
for the dependents of Regular Members; Inactive and General Members were added
in 9/75, and Subscribing Members in 8/82. The reference to "cohabitants" was
added in 3/71. 7/19: allow non-paper editions of publications, etc.]
[The 1967-71 By-Laws also provided for "such other classes of non-voting membership as shall be specified by the Association."]
[In the last sentence of (f) above, "their" was originally "his". This is the first of numerous such changes (mostly not noted separately), nearly all made by a global "sex change" amendment in 12/79.]
1.1A (a) Honorary Membership is a modifier that may be applied to any class of membership. When used in a context which requires an underlying class of membership but without specifying one, it means Subscribing/Honorary membership.
(b) An Honorary Membership is identical to a membership of the underlying class except for the honor and that the dues amount is that for the underlying membership class minus the dues amount for Subscribing members (but never less than zero).
(c) Honorary Membership may be granted only by vote of the Membership, either explicitly or by establishing a rule which grants it under specific conditions. It may be revoked only by vote of the Membership in accordance with the provisions of Section 8.2.
(d)Except as provided in this section, Honorary Membership does not affect the rules for membership, and changes in the underlying class of a membership do not terminate an Honorary Membership.
[Added 12/15]
1.2 (a) Eligibility to any class of
membership depends on the payment of dues and the
satisfaction of any other requirements that the Corporation may specify for
that class of membership.
[The 1967-71 By-Laws also referred to "the exercise of
such other duties as may be specified for that class".]
(b) Except as otherwise provided in this section, whenever Members have failed to pay their dues, their memberships automatically expire at the end of the period when the dues are payable. [3/71; 8/18, the "period when dues are payable" is defined in Standing Rules subsection 2.1(10)M]
(c) The Clerk shall notify each Member in writing at least one month before the deadline for payment of their dues. Whenever such notice is not given to any Member, the deadline for payment of dues by that Member is extended until one month after written notice is actually given. [3/71]
(d) In cases of financial hardship the Executive Board may make special arrangements in lieu of the normal payment of dues. [added 1/12]
1.2A Admission to membership,
or transfer from one class of membership to another, is accomplished by
vote of the Membership, except as provided in Sections 1.3A, 1.8 and 1.9. One week's written notice of such a vote will be given.
[First sentence added 9/75 (the "vote of the Membership"
requirement was previously in an introductory clause to Section 1.3), revised 4/82 (passage of Section 1.9). A requirement of two weeks'
written notice was added in
9/82, reduced to one week in 4/83. In 4/06, the Membership
ruled that posting to the Nesfa Regular
List to which all Regular Members subscribe to constitute adequate
notice, but this ruling has no effect since it conflicts with the definition of
"written notice" in ByLaws Sections 10.2(g)
and 10.2(j).]
1.3 (a) Application for membership or
for a change of class can be made to the Membership
Committee or by petition. A petition must be sponsored by no fewer than
three Members of any class, must be signed by the
person whose membership class it is proposed to change indicating their
consent, and must be submitted to the Clerk.
[Change of "less" to "fewer", 6/81. The signature
requirement for petitions was added in 8/86. In the 1967-71 By-Laws the term
"application" was used for both routes described here; a proviso exempted
"charter members" from these procedures.]
(b) Upon receiving an
application for membership or for a change of class, the Membership Committee shall review the eligibility and
qualifications of the applicant within two months and may either report
favorably on the application or return it to the applicant without prejudice
against resubmission. Transfers to Regular and Inactive Membership which
require a vote of the Membership shall be decided by
secret ballot as questions separate from the remainder of the report of the Membership Committee.
[Second sentence in its present form passed 12/82;
previously it said that "Acceptance ... of the report ... constitutes
acceptance of the applications contained therein," and some argued that this
forbade dividing the question. The two-month time limit was added
3/71.]
(c) Upon receiving an application by petition, the Clerk shall report it to the Membership at the next meeting. The Membership may then accept, reject, or table the application.
(d) The Clerk shall return to the applicant, without prejudice against resubmission, any application by petition which has remained on the table for more than one month.
1.3A Former Inactive or General members who have been dropped from membership for nonpayment of dues within the previous twelve months shall, upon request to the Chairman of the Membership Committee and payment of one year's worth of dues, be automatically reinstated to the same membership class from which they were dropped. The dues payment shall be applied retroactively so that their membership is uninterrupted. Any Family Dependency members associated with the Inactive or General member being reinstated may also be reinstated along with them, provided the appropriate dues are also paid. [9/18. Subscribing and Family Dependency members already may be [re-]admitted on payment of dues and have no rights or privileges associated with continuous membership. The sponsors of this rule believe that readmitting a Regular member should always require notice and a vote.]
1.4 [Repealed 6/81: said that "Non-members (and Subscribing Members) may not attend more than half the meetings within any six-month period," with the Membership Committee charged with monitoring attendance. (In the 1967-71 By-Laws the Rules Committee was charged with enforcing this provision.) Prior to 2/72 the limit was three meetings in three months (there were then usually two meetings a month).]
1.5 The Membership Committee shall, from time to time, review
the classification of Members in view of their
attendance, interest, and activity, and may recommend the transfer of any Member to a more appropriate class of membership. Upon
recommendation of the Membership Committee, the Membership may waive any or all of the membership or
attendance requirements (except for dues payments, which are covered by Subsection 1.2(d)) in
any specific case.
[The clause authorizing recommendation of transfers was
added in 9/75. See Standing Rules, Sections 1.7(5) and (6), on the
criteria for the various membership classes. In the 1967-71
By-Laws the review of a Member's classification was "upon the request of the
Executive Committee or of the particular individual." The parenthetical
in the last sentence was added in 1/12]
1.6 Dues for each class of membership shall be determined
by vote of the Membership. Written
notice of any proposal to change the amount of dues shall be given
at least seven (7) days before any action is taken
on the proposal.
[Cf. Standing Rules, Sections 2.1(1) for the amounts of dues and 2.1(2) for the interpretation of the notice
requirement. 1967-71 By-Laws: "by the Membership upon the recommendation of the
Executive Committee"; the initial dues were specified in a proviso to the
By-Laws.]
1.7 Except in cases of
nonpayment of dues (in accordance with Section 1.2), a Member can be suspended or
expelled from the Corporation only by vote of the Membership on recommendation of the Rules Committee, in accordance with Section 8.2. Changes in the class of any Member can only be made by vote of the Membership in accordance with the provisions of Sections
1.2A, 1.3, and 1.5, or in accordance with the provisions of Section 1.8.
[3/71. References to Sections 1.2A
and 1.8 added 9/75.]
1.8 (a) Any Regular Member who so
requests, or who, immediately prior to either the Annual
Meeting or the first meeting in November, has attended meetings in fewer than two (2) of the last six (6)
calendar months in which there were meetings
and has been a Regular Member for that entire period, shall
automatically be transferred to Inactive Membership. The Chairman of the Membership Committee shall notify each Member so transferred. [10/22,
require being a Regular Member for the entire period.]
[Subsections (a) through (c) were added in 9/75, as a
solution to the long-standing problem of many "Regular Members" who seldom
attended meetings (often having moved out of the area), making attainment of a
quorum difficult. Originally inactivity could be invoked at any time, and some
Members went back and forth between Regular and Inactive at frequent intervals;
the restriction of the calculation to May and November was added in 5/78 to
simplify matters (at the same time, the Membership Committee rather than the
Clerk was made responsible for notification). In 9/90 a ruling by the President
was upheld that "the last six calendar months in which there were meetings"
meant that a month could be counted twice: e.g., if there was no meeting in
August, then April would be counted in "the last six months" in both May and
November.]
(b) Any Inactive Member who
has been an Inactive Member for less than three (3) years and who has attended
meetings in two (2) or more of the last three (3)
calendar months in which there were meetings shall be
retransferred to Regular Membership upon the Member's request to the Chairman
of the Membership Committee.
[Again, the Membership Chairman replaced the Clerk in
5/78. Limitation to 3 years added 8/2000.]
(c) In determining meeting attendance for purposes of this section, no meeting shall be counted until it has been adjourned.
(d) No adjustments of dues shall be made for transfers under this Section
unless so requested by the Member. Each Regular and
Inactive Member shall pay dues for the class of
membership which the Member holds at the time the dues become due.
[Added 5/78: previously transfer from Inactive to
Regular could not take place until any dues increment was paid. It seems to
have been the general impression that the above subsection applied to all
transfers; this interpretation was regularized in 9/83 by Standing Rule 2.1(6).]
1.9 A non-member shall become a
Subscribing or Family-Dependency Member upon payment of dues and receipt by the Membership Committee or its designee of written
application for membership. A non-member may also become a Subscribing or
Family-Dependency Member by vote of the Membership.
[Added 4/82, for Subscribing Members; previously the
Membership had to vote on all new Members. Family-Dependency Members added
4/83.]
1.10 (a) All Members other than Family-Dependency Members shall receive the generally distributed publications and notices of the Corporation, except that any Member may opt out of receiving the print, electronic, or both editions of any such publication or notice by so notifying the Clerk or the Clerk's designee. Any Member who elects to waive receipt of all editions of any such publication or notice thereby waives the right to receive all official notices contained therein. All Members so electing shall be informed of this waiver.
[This section of the 1967-71 By-Laws had one additional financial provision, requiring the Treasurer to "maintain a petty cash fund as specified by the Executive Committee."]
[The original Constitution and By-Laws contained no such emergency provisions. After an emergency purchase (of a mimeo and an electrostenciller) had been made without authorization, various proposals were made to protect the Executive Board in future situations of the same type. The original version (more general, and not limited to expenditures) was defeated in 9/70, but the present Section 5.5 was adopted in 1/71 as part of the prior bylaws and then included into the 3/71 bylaws.]
[The original Article VII dealt
with the Board of Trustees, an honorary body elected by the Membership at the
Annual Meeting for two-year terms. In 4/74 the text was simplified (eliminating
provisions for filling vacancies), and the election procedure clarified (5
votes for each Member, majority of Members voting required for election). Since
the Trustees served no function, Article VII was repealed in 12/75, and all
references to the Trustees elsewhere in the By-Laws (except the retroactive
Section 10.1(a)) were removed. However, the Fellowship
of NESFA was instituted in 1976 as an alternative (and permanent) method for
honoring people, and all persons who had been Directors/Trustees were
automatically made Fellows. Between 12/75 and 12/79 there was no Article
VII.]
[The Board of Trustees in turn replaced the Board of
Directors, who under the 1967-71 Constitution were almost but not quite
powerless; a Board of Directors was incorrectly thought by the author of the 1967-71 By-Laws to
be required by Massachusetts law. In fact, for non-profit corporations, "officers having the powers of directors"
as provided for in Section 5.1, were always allowed.
Both boards (until 4/74) could have anywhere from 5 to 13 members
(however many got a majority of the votes cast). The only required meeting of the Board of
Directors was immediately after the Annual Meeting, though that meeting was rarely, if ever, actually held;
the Trustees never had to meet at all. There were elaborate provisions for filling vacancies in the Board
of Directors; it was up to the Membership whether to fill Trustee vacancies.
Most general provisions referring to Officers (elections, removal, notice of
meetings) also applied to Directors/Trustees until 12/75.]
[The 3/71-8/75 text of Section 8.2 read simply: "Upon receiving a complaint of misconduct or breach of discipline against any person, the Rules Committee shall investigate the matter and, after having provided reasonable opportunity for the accused person to be heard, may take any action to discipline or correct such misconduct, subject to appeal and review of the Membership. In connection with such a complaint, the Rules Committee may, after having followed the procedures set forth in this Section, recommend to the Membership the suspension or expulsion of any Member." On suspension or expulsion, see also Section 1.7. The 1967-71 By-Laws had much the same provisions, except that investigation was at the committee's discretion, and suspension was not mentioned.]
[Sections 8.3 through 8.5 have never been invoked.]
[All 3/71, except for later changes as noted.]
[Seal adopted by Executive Board, 5/74; transferred to By-Laws, 11/79.]
The Edward E. Smith Memorial Award for
Imaginative Fiction, or "Skylark", shall be presented from time to time by
NESFA to some person who, in the opinion of the Membership, has contributed significantly to science
fiction, both through work in the field and by exemplifying the personal
qualities which made the late "Doc" Smith well-loved by those who knew him. Doc
was so well thought of that he was invited to be Guest of Honor at the Second
World Science Fiction Convention in Chicago, 1940 (Chicon I). Only two years
before his death, Doc was given the First Fandom Hall of Fame Award at the
Twenty-First World Science Fiction Convention in Washington, 1963 (Discon I).
Doc Smith attended many conventions and participated in them as a pro and as a
fan. He was one of the earliest enthusiasts in what are now called hall
costumes and often dressed as characters from his stories -- the good guys, of
course. Smith was one of the old breed of SF writers who did not distinguish
between pro and fan. He talked on panels; he talked informally; he never
thought himself too important. He was, in a word, a mensch. It is
fitting that this convention's name was, is, and always will be
Boskone and that the Skylark Award was, is, and always will be given
out to someone who exemplifies Doc's qualities both as a professional
contributor to the field and as a human being.
[All but the first sentence added in 5/89: originally
written by Tony Lewis for a Boskone program book.]
The Award and the choice of the recipient shall be administered according to the following procedures:
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