The NESFA By-Laws
with Historical Annotations

(Updated 2023-05-31)

Preface

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.]

• Article I: Membership

• Article II: Meetings of the Membership

• Article III: Election of Officers

• Article IV: Duties of Officers

• Article V: Management

• Article VI: Committees

• Article VII: The NESFA Fellowship

• Article VIII: Discipline

• Article IX: Amendments

• Article X: Miscellaneous Provisions

• Article XI: Boskone

* * *

Article I: Membership

• 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.

• (b) All Members of each group which has elected to have Instant Message sent only to one member of the group to which they belong, pursuant to a prior version of this Section 1.10, except for the one Member receiving Instant Message pursuant to such election, shall be deemed to have waived receipt of all editions of Instant Message pursuant to the preceding Subsection (a).
  [1/87. Much the same effect could previously be achieved by the holding of joint memberships (Standing Rules 1.7(8) and (9)), but this method allows the publications to be combined while retaining separate memberships. Amended 4/13. Previously this Section read: " All Members other than Family-Dependency Members shall receive the generally distributed publications and notices of the Corporation, except that certain groups of Members may elect to have such items sent to one member only of the group. This election shall be made in writing to the Membership Committee or its designee and must be signed by each member of the group. All Members so electing shall be reminded that any notice published in these items will nonetheless satisfy the requirements for giving notice to them. This election may be made by any group of Members residing at the same address." ]

Article II: Meetings of the Membership

• 2.0 Any meeting of the Membership, the Executive Board, or any Committee or other group may be held as a physical, virtual, or hybrid meeting. At any meeting all persons voting shall be verified against the list of allowed voters and proxy holders for the group that is meeting. [12/21, Authorize virtual and hybrid meetings. Verifying voters isn't really an issue for us, but requiring it better aligns us with Massachusetts law.]
• 2.1 Regular meetings of the Membership shall be held at least once per calendar month at such times and places as the Membership, the Executive Board, or the President shall determine, except that either the July or the August Business Meeting (but not both in the same year) may be omitted by a two-thirds vote of the Membership. A meeting held within seven (7) days before or after a given calendar month may count as fulfilling the requirements for that month, except that no such meeting shall be counted for two months simultaneously. Meetings shall only be held within a 50-mile radius of the State House in Boston, excluding Barnstable County, Massachusetts.
  [The 7-day extension was added in 9/88 (to legalize holding meetings on "October 33" or the like), and the omission of one summer meeting was authorized in 5/90. Final sentence added 2/72 (cf. simultaneous amendment to Articles of Organization): parts of NH and RI are allowed, but Provincetown isn't. Note that an "Other Meeting" is not a "meeting" for purposes of the By-Laws: cf. Standing Rules, Section 3.5(1). 1967-71 By-Laws: meetings to be "on the second and fourth Sundays of each month and at such other times as is considered desirable or necessary by the Executive Committee or the Membership."]
• 2.2 The first regular meeting in the month of May shall be the Annual Meeting of the Corporation, at which the Officers shall be elected, the annual reports of the Officers and committees shall be received, and any other business which comes before the meeting may be transacted. The Annual Meeting shall be held within the Boston metropolitan area.
  [The first election meeting was on 8 Oct 1967, but all subsequent ones have been in May. Until 12/75 the Directors/Trustees were also elected at the Annual Meeting (see note after Section 7.4). The last sentence was added in 3/71.]
• 2.3 Special meetings may be scheduled by the President, by the Executive Board, or by the Membership. The Clerk or, in the case of the Clerk's death, absence, incapacity, or refusal, any other Officer shall schedule a special meeting upon written application of three or more Regular Members. The business transacted at a special meeting need not be limited to the matters stated in the notice for that meeting.
  [3/71, except for second sentence (added 2/72). Cf. note on Section 2.1; scheduling under the 1967-71 Constitution was "at such time and convenient place as may be determined by the Clerk to be most convenient or satisfactory to the Members."]
• 2.4 The Clerk shall give written notice at least 10 days in advance of the place, date, and hour of each regular and special meeting. The notice for the Annual Meeting shall state the nature of the meeting and shall be given at least two weeks before the meeting.
  [The Annual Meeting notice was 10 days in 1967-71. In 4/93 the Membership agreed that written notice may be waived for a meeting rescheduled in case of emergency: see S.R. Section 3.5(5). 11/16: Add requirement for 10 days notice.]
• 2.5 Except as otherwise provided in these by-laws, a quorum consists of seven (7) Regular Members or thirty percent (30%) of all Regular Members, whichever is greater, attending the meeting. A number less than a quorum, present at any meeting, may adjourn or reschedule that meeting to another time and place, without notice other than announcement at the meeting, or may fix the time and place of the next meeting.
  [See Section 3.5 for the election quorum. In 3/71 "present in person" replaced "present in person or represented by proxy", and the second sentence was added. 12/21, allow holding fully-virtual meetings by eliminating "present in person".]
• 2.6 Proxy voting is available to the Regular Members under the following conditions:
  • (a) No Regular Member can designate as a proxy any person who is not a Member.
  • (b) Every proxy must be in writing and be presented to the Clerk by the Member to be represented or, at the meeting, by the Member holding the proxy. A proxy is not valid for any question if it is presented after the voting on that question has begun.
    [Under the 1967-71 By-Laws, proxies could not be submitted later than the opening of the meeting.]
  • (c) A proxy is valid only for the one meeting designated therein, and for any adjournments of that meeting. Every proxy shall be recorded in the minutes of the meeting for which it is valid.
  • (d) Except as otherwise provided in these by-laws, a proxy can specify a certain vote or position to be taken on a specific subject or subjects or can be a general power of attorney for any or all business that may come before the meeting or can be any combination or permutation thereof. It can be revoked by the Member giving it at any time during the meeting for which it is effective, but it is not revoked by the Member's attendance at the meeting.
    [1967-71 By-Laws: "a general power of attorney for all business ... except amendments to the Constitution or Bylaws."; 7/17: Added "Except as otherwise provided in these by-laws" to resolve a conflict with subsections 8.2(g) and 8.5(c).]
  • (e) No person shall hold more than two proxies at a Business Meeting. It should be the responsibility of the person being given proxies to inform people giving the proxies if too many are in hand already. If a Member should receive more than two proxies, he or she can choose which they wish to exercise, transfer or void (if non-transferable). [8/94]
• 2.7 Except where superseded by these by-laws, meetings of the Membership shall be conducted according to the latest edition of Robert's Rules of Order, or according to such other rules as the Membership may adopt. So long as there are no objections, the presiding officer may relax the procedural formality of the meetings.
• 2.8 In the absence of both the President and the Vice-President at any meeting, the Membership shall elect a Temporary Chairman, who shall preside until the arrival of either the President or the Vice-President. Until the election of a Temporary Chairman, any Regular Member may preside. [3/71]
• 2.9 In the absence of the Clerk at any meeting, the presiding officer may appoint a Temporary Secretary, who shall perform the functions of the Clerk during that meeting. [3/71]
• 2.10 Except when the provisions of Section 8.4 have been invoked, whenever the Offices of President and Vice-President are both vacant, any other Officer may schedule a meeting of the Membership, and in the absence of any Officer, the Rules Committee or any member thereof may schedule a meeting, and in the absence of any member of the Rules Committee, any Regular Member may schedule a meeting. If the Office of Clerk is vacant, the person scheduling the meeting shall perform the functions of the Clerk in notifying the Members of the meeting. [3/71]

Article III: Election of Officers

• 3.1 At the Annual Meeting the Membership shall elect, in order, a President, Vice-President, Treasurer, and Clerk. The Officers so elected shall assume office at the conclusion of all elections and shall serve until the next Annual Meeting and thereafter until their successors are elected.
  [Originally five Officers were elected; the Editor (who had been elected last) was deleted from the list in 3/75. Until 12/75 the Directors/Trustees (cf. note after Section 7.4) were elected immediately after the election of Officers.]
• 3.2 Only Regular Members are eligible for office. No person can hold more than one Office at any one time, nor can any person hold any Office for more than three consecutive terms in the same Office.
  [The last restriction never applied to the Editor: it's hard enough to find an Editor in the first place.]
• 3.3 The Nominating Committee shall be appointed not later than the first meeting in January. At the last regular meeting before the Annual Meeting it shall present nominees for the Offices.
  [First sentence added 3/71; "March" changed to "January", 11/83. For many years this section was printed with the wording "Nominations Committee", but "Nominating" has been the correct name since 3/71 (previously the By-Laws used both terms). Practice is another matter, of course...]
• 3.4 Additional nominations can be made:
  • (a) in writing, signed by five Members of any class and by the nominee indicating consent thereto, and submitted to the Clerk before the opening of the Annual Meeting; or
  • (b) from the floor at the Annual Meeting by a Regular Member, and seconded by at least two other Regular Members. Nomination from the floor of an absent person is inadmissible unless the written consent of the nominee is submitted to the Chair.
    [The requirements for a nominee's consent were added in 3/71 (and even then such consent was not required for Trustees).]
• 3.5 A quorum for any election consists of seven (7) Regular Members or forty percent (40%) of all Regular Members, whichever is greater, attending the meeting.
  [As noted in Section 2.5, in 1967-71 proxies could be counted toward a quorum. 12/21, allow holding fully-virtual meetings by eliminating "present in person".]
• 3.6 A preferential ballot shall be used for any Office for which there are more than two candidates, otherwise a majority of the votes cast is required to elect. If there is a tie, the vote shall be repeated until either there is a winner or the participants in a new tie match those in an earlier tie; that tie shall be broken by a random selction, e.g. a coin flip, the roll of a die, or something similar.
  [1967-71 By-Laws: "A majority of those eligible to vote, present or represented by proxy" required to elect; a preferential ballot was then used only if requested by a third of these eligible voters. 9/22, clarified. Robert's Rules requires re-voting until there is a winner, but that could result in an unpleasantly-long series of votes.]
• 3.7 Voting shall be by secret ballot, and the Rules Committee shall be responsible for the collection, counting, and validation of the votes. Election may be by acclamation for any Office for which a single candidate runs unopposed. [Second sentence (and the word "secret") added 3/71.]
• 3.8 Whenever any Office (including that of President) becomes permanently vacant, an election shall be held without undue delay to fill the vacancy. A special election for such purpose shall be conducted in the same manner as an election at the Annual Meeting, except that there shall be no Nominating Committee. Written notice of a special election shall be given at least two weeks in advance. Notice of a special election to fill a vacancy caused by the removal of an Officer is sufficient if given in writing at least seven days in advance.
  [3/71; previously there was a simple requirement for "due notice".]
• 3.9 Whenever there is a temporary or permanent vacancy in any Office other than President (unless such vacancy was caused by the suspension of half or more of the Executive Board pursuant to Section 8.4), the Executive Board shall temporarily fill the vacancy by appointing a Regular Member who is not an Officer or a member of the Rules Committee to serve until the vacancy is filled by election or by the return of the regular Officer.
  [The words "half or more" replaced "a majority", 9/75 (after the Executive Board had been reduced from five to four members). Prior to 3/71 no provision was made for temporary vacancies.]
• 3.10 As soon as possible after election, each Officer shall review and become familiar with the Articles of Organization, the by-laws, the standing rules, Chapters 156B and 180 of the Massachusetts General Laws, Section 501(c)(3) and related sections of the Internal Revenue Code, and the rules of order.
  [The reference to Chapter 156B was added in 3/71. Chapter 156B was the business corporation law, but many of its provisions are incorporated by reference in Chapter 180, the non-profit corporation law. Under the 1967-71 Constitution the familiarization was supposed to take place "within the first week of their terms".]
• 3.11 Whenever any person who is not a resident of Massachusetts holds office as Clerk, the Executive Board shall appoint a Resident Agent as required by law. [Added 2/72; never invoked.]

Article IV: Duties of Officers

• 4.1 The President shall be the chief executive officer of the Corporation and shall have general and active management of its business. He or she shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation and shall have final authority on all matters relating to the day-to-day business of the Corporation, subject to the provisions of Section 5.3. His or her decisions shall conform to the policies set by the Executive Board and by the Membership, and he or she shall see that all orders and resolutions of the Executive Board and of the Membership are carried into effect. He or she shall preside at meetings of the Membership and of the Executive Board.
  [In all sections of this article, extensive replacement of "he" by "he or she", etc., took place in 12/79. Under the 1967-71 Constitution the President also presided at meetings of the Board of Directors, of which he or she was ex officio a non-voting member.]
• 4.2 The Vice-President shall perform the duties and exercise the powers of the President in the latter's absence or disability and shall perform such other duties as are assigned to him or her by the President. Any such assignment expires at the end of the next Annual Meeting.
  [The "disability" and "other duties" provisions were added in 3/71.]
• 4.3 The Treasurer shall be the chief financial officer of the Corporation. He or she shall have custody of the corporate funds and securities. He or she shall maintain a clear, complete, and accurate general ledger in books belonging to the Corporation reflecting the Corporation's receipts and disbursements, other than those recorded in authorized subsidiary ledgers, and the state of any authorized subsidiary ledger. He or she shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as the Executive Board may designate. He or she shall collect all funds due and owing to the Corporation and shall disburse the funds of the Corporation as directed by the Executive Board and by the Membership. He or she shall report to the Membership monthly and annually and at such other times as directed by them, and to the Executive Board at such times as directed by them, on his or her transactions as Treasurer and on the financial condition of the Corporation.
  [In 11/79 the third sentence of the above section replaced the earlier wording "... shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation." The phrase "subsidiary ledgers" refers primarily to the Boskone financial records, the rules on which were made part of the By-Laws at the same time (Section 11.4).]
• 4.4 The Clerk shall notify the Membership and the Executive Board of their respective meetings in the manner prescribed by these by-laws. He or she shall attend such meetings and shall maintain full and accurate records of the business transacted thereat. He or she shall have custody of the Corporate Seal, the Articles of Organization, and other legal papers and records of the Corporation. He or she shall be responsible for filing such reports as may be required by state and federal law. The Clerk shall affix and authenticate the Seal of the Corporation to certify the Corporation's official records or those of its Officers, Committees, Agents, or the like, or faithful copies and extracts from such records, and shall affix and authenticate the Seal of the Corporation as directed by the Membership or the Executive Board.
  [In the 3/71 By-Laws this section included a requirement that the Clerk be sworn, in accordance with Massachusetts law then in effect. This requirement was removed from the By-Laws in 2/72, after changes to Chapter 180 removed the requirement. The last sentence of the current section (on the Seal of the Corporation) was added in 11/79, replacing a Standing Rule adopted by the Executive Board in 5/74; cf. Section 10.7. The 1967-71 Constitution was more specific on filing reports: "filing the Annual Reports, and any other reports as requested, with the Secretary of the Commonwealth and the District Director of the Internal Revenue Service." The Clerk was then also required to "execute and deliver in behalf of the Corporation all such instruments as may be ordered ... unless their execution is otherwise provided for by vote."]
• 4.5 [Repealed 3/75: Defined the duties of the Editor; these were the same as those later assigned to the chairman of the Journal Committee (earlier "Publications Committee"), Standing Rule 1.27(1). It was decided in 1975 that the position of Editor was not sufficiently important to be included on the Executive Board. The 1967-71 Constitution specified the Editor's duties as "including, but not solely restricted to, the literary and editorial content of the Journal."]
• 4.6 The Officers shall perform such additional duties pertaining to their Offices as may be prescribed by the Executive Board or by the Membership. [3/71]

Article V: Management

• 5.1 The Executive Board, consisting of the Officers, shall be the governing body of the Corporation and shall have the powers of corporate directors, within the meaning of Chapter 180, Section 6A, of the Massachusetts General Laws. Except as otherwise provided in these by-laws, the Executive Board shall have general control and management of the property and business of the Corporation.
  [The Executive Board was referred to as the "Executive Committee" until 3/71; the 1967-71 Constitution referred to the Association as "governed by a Board of Directors and by an Executive Committee", though the Board of Directors had little power. The references to having the powers of corporate directors and the General Laws ("Section 6A" replaced "Section 7" in 2/72, after revisions to Chapter 180 changed the section number)were added in 3/71. Until 3/75 "the Officers" read "the five Officers".]
• 5.2 In addition to the powers and authority expressly conferred on them, the Executive Board and the Membership may each exercise any powers of the Corporation and do any lawful acts and things the doing of which is not otherwise provided for by law or in these by-laws. The provisions of Section 5.3 apply to all such actions and decisions taken pursuant to this section. [3/71]
• • 5.3 (a) At each meeting of the Membership, the Executive Board shall give a complete report of its activities since the last meeting, and the individual Officers shall report on their own activities. The Membership may vote on any matter contained in any of the reports, including any matter previously considered by the Executive Board.
  • (b) Any decision voted by the Membership is binding on the Executive Board and on each Officer. The Membership may, by a two-thirds vote, overrule any decision already taken by the Executive Board.
    [Under the 1967-71 By-Laws it took "a majority of the Membership present or represented" to make a "final and binding" decision.]
  • (c) The Membership or the Executive Board may, by majority vote, overrule any decision already taken by the President or by any other Officer.
• • 5.4 (a) Any Officer may, in the ordinary course of business, make or authorize the making of any expenditure or obligation in any amount not exceeding one hundred fifty dollars ($150). The Executive Board may make or authorize the making of any expenditure or obligation in any amount not exceeding one thousand dollars ($1000). The Membership may make or authorize the making of any expenditure or obligation in any amount whatsoever.
    [Until 4/82 the amounts above were $25 and $75 respectively. The 1967-71 By-Laws were much simpler on these points, simply saying that "all expenditures exceeding $25 [$75] must be approved by the Executive Committee [the Membership]." In 9/12 the amounts were raised from $50 and $150. At the same time "Any Officer" in the first sentence was inserted in place of "The Treasurer." 1/17: The amount for the Executive Board was increased from $500 to $1000. 9/22, debit card provisions moved to 5.4(g).]
  • (b) Any resource not specifically assigned to another Treasurer is controlled by the Corporate Treasurer. The designated additional approvers for expenditures from such resources are the President, the Clerk, or such other person as the Executive Board may designate.
    [See Subsection 5.4(f) for rules applying to all Treasurers. 7/19: Moved content that applies to all Treasurers to Subsection 5.4(f).]
  • (c) Every contract, deed, or other instrument shall be signed on behalf of the Corporation by the President, by the Clerk, or by such other person or persons as the Executive Board or the President may from time to time designate. [3/71]
  • (d) Any instrument requiring the affixing of the Corporate Seal shall be executed and attested to in such manner and by such persons as the Executive Board shall determine. [3/71]
  • (e) The fiscal year of the Corporation begins on the first day of May and ends on the last day of April of the following calendar year. The Treasurer holding office at the end of the fiscal year shall be responsible for closing the books of the Corporation for that fiscal year, and shall assist in completing any tax forms required for all or part of his or her term of office.
    [The final clause was in substance included in the 1967-71 By-Laws, eliminated in 3/71, and restored in its present form in 11/75: it usually takes several months after the end of the fiscal year to complete the tax forms. In 1967-71 the outgoing Clerk was also responsible for "filing the annual information report with the Secretary of the Commonwealth and the annual information and receipts/disbursements report" with the IRS.]
  • (f) Any Treasurer mentioned in these Bylaws or his personally authorized representative may approve and make expenditures from the resources he controls using any available method, including checks, promissory notes, drafts, and online or electronic means. In all cases a paper record of the transaction shall be retained in the appropriate financial records. For expenditures of five hundred dollars ($500) or less any one approver is sufficient, except that no person may be the sole approver of a payment to himself; for all other expenditures, the Treasurer or his personally authorized representative shall obtain in advance the approval of one of the designated additional approvers, and the paper record shall reflect that approval. When the expenditure is in the form of a paper document, this approval shall be recorded as a signature on that document.
    [3/71. Under the 1967-71 By-Laws checks were to be signed "either by both the President and the Treasurer or by both the Treasurer and the Clerk"; as for promissory notes, the Treasurer then had "sole and exclusive right ... to obligate the Corporation by the making, signing, endorsing, and delivering of any promissory note". From 3/71 until 11/79 the text read "check, promissory note, draft, or demand for money". The initial "Except as otherwise provided" clause was added in 8/82, the reference being to Boskone checks (Section 11.4(d)). The language allowing checks up to $500 to be signed with a single signature was added in 12/10 for the Corporate Treasurer and in 9/12 for Boskone Treasurers. This subsection was added 12/10. 3/19: The content of Subsections 5.4(b) and 11.4(d) applying to all Treasurers were moved here (all previous annotations, except for the creation of this Subsection, apply to that material). "Except as otherwise provided..." deleted since there are no longer any such provisions.]
  • (g) The Executive Board may authorize corporate debit cards which allow access to the Corporation's funds, for use by specific individuals in furtherance of the activities of the Corporation. If such cards are authorized, the Treasurer who controls the account for which any card is authorized shall ex officio be authorized to have one. The Corporate Treasurer shall issue and may amend rules and guidelines for use of all debit cards, subject to the provisions of Section 5.3.
    [12/18. 7/19, Clarified issues around debit cards on all accounts. 9/22, moved from 5.4(a).]

• [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."]

• 5.5 The Executive Board may, in an emergency situation, make or approve the making of any expenditure or obligation exceeding the limit imposed on them in Subsection 5.4 (a), under the following conditions:
  • (a) The matter must be of such urgency that it cannot wait until the next regular meeting of the Membership or until a special meeting can be held.
  • (b) Before making any decision, the Board shall obtain the opinions of as many of the Regular Members as can be reached. The actual decision shall then be taken at a meeting of the Board, any action requiring the approval of at least two thirds of the Officers. [The phrase "two thirds" replaced "four" (of five), 3/75.]
  • (c) The Board shall report the action taken by them to the next meeting of the Membership for approval. If the Membership refuses to approve, the action shall be reversed by the Corporation insofar as possible, but the Officers shall not be personally liable for such action, provided that they have, in good faith, followed the procedures set forth in this section.
  • (d) Whenever the provisions of this section are invoked, whether or not any action is actually taken thereunder, the Board shall record the opinions obtained by them from the Regular Members and the circumstances of every unsuccessful attempt to reach a Regular Member, and they shall make such information available to any Regular, Inactive, or General Member on request. They shall also record and report to the Membership a summary of the opinions obtained, as well as the vote of each Officer on the proposal, and shall inform the Membership of their right to request further information. ["Inactive" added 9/75.]

  [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.]

• 5.6 The Executive Board shall determine the location of the principal office of the Corporation within the Commonwealth of Massachusetts. Additional offices may be established by the Board within or without Massachusetts.
  [2/72, essentially identical to the 1967-71 provision. The 3/71 By-Laws defined the office as 33 Unity Ave., Belmont (then the residence of the President and Clerk) in compliance with then-effective Massachusetts law. The 2/72 changes were to take advantage of more lenient provisions in the revised Chapter 180.]
• • 5.7 (a) Regular meetings of the Executive Board shall be held at such times and places, within or without Massachusetts, as the Board shall determine. Special meetings of the Board may be scheduled by the President. Whenever the Offices of President and Vice-President are both vacant, any other Officer may schedule a special meeting of the Board.
    [3/71. Under the 1967-71 Constitution, Executive Committee meetings were to be "from time to time as necessary ... at the convenience of the Executive Committee."]
  • (b) A quorum of the Board consists of three Officers, but whenever vacancies in several Offices result in the availability of only two Officers, such Officers constitute a quorum for the purpose of temporarily filling vacancies in accordance with Section 3.9. [3/71]
  • (c) Each Officer shall be notified of the place, date, and hour of each meeting of the Board. Notice may be given orally, by telephone, by telegraph, or in writing, and is valid if given in time to enable the Officer to attend, or if given according to Subsection 10.2(g) of these by-laws. Notice given in the form of an announcement made at a prior meeting of the Board or of the Membership is valid as to those Officers present at such prior meeting. [3/71]
  • (d) A meeting of the Board is valid without prior notice if all Officers are present, or if each Officer not present waives such notice by a writing included with the records of the meeting. [3/71]
  • (e) Except for the provisions of Section 5.5, any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if all the Officers consent to the action in writing and the written consents are filed with the minutes of Board meetings. Such written consents shall be treated for all purposes as a vote at a meeting. [Added 2/72.]
  • (f) Meetings of the Board shall be conducted according to the latest edition of Robert's Rules of Order, or according to such other rules as the Board may adopt.
• 5.8 The Rules Committee or the Finance Committee may, with the consent of the Membership, require that Officers or agents be bonded by the Corporation, in such sum and with such sureties as the committee prescribes, for the faithful performance of their duties and for the faithful restoration to the Corporation, in case of their death, resignation, retirement, or removal from office, of all books, papers, vouchers, moneys, checks, and other property of whatever kind in their possession or under their control and belonging to the Corporation.
  [3/71, mentioning the Rules Committee only. The 1967-71 Constitution referred only to bonding of the Treasurer, and gave the power to require such bonding to the Board of Directors. Reference to "agents" added 11/75. Finance Committee added 4/92, when the committee was given constitutional status: cf. Section 6.5A.]
• 5.9 The Rules Committee or the Finance Committee may examine all official records of the Corporation, its Officers, committees, agents, and the like.
  [11/79, for the Rules Committee only; Finance Committee added 4/92.]
• 5.10 The Finance Committee shall appoint auditing subcommittees of its membership to examine and report on the annual report of the Corporate Treasurer and the final reports of all Boskone Treasurers; other reports of the Treasurers may also be audited at the Finance Committee's discretion. No Treasurer shall be a member of the subcommittee charged with examining his or her own books.
  [4/92. The auditing requirement was first passed in 11/79, as part of Section 5.9, with the responsibility given to the Rules Committee (which did nothing about it until 1983, and never did the job very well). (The text then referred to "the annual and final reports" of Boskone Treasurers.) In 4/92 the responsibility was transferred to the Finance Committee, when the latter became a standing committee: cf. Section 6.5A. See Section 2.6 of the Standing Rules for the implementation of the auditing requirement.]

Article VI: Committees

• [See Article XI for the Boskone Committee, which is governed by rules almost completely different from other committees.]
• 6.1 Standing or special committees, in addition to those committees mentioned in these by-laws, may be established or dissolved by the Membership.
  [The 1967-71 By-Laws explicitly listed the standing committees: Convention (Boskone), Membership, Nominations, Publications, and Rules; all other committees fell under the categories "Temporary, Special, and Ad Hoc". The committees now mentioned in the By-Laws are Rules, Membership, Finance, Boskone, and Nominating.]
• 6.2Except as otherwise provided by these by-laws, the President, in consultation with the Executive Board, shall appoint the committee chairmen, shall appoint the members of each committee in consultation with its chairman, and shall appoint the holder of each appointive position or agency.[7/17: added "except as otherwise provided...", consultation with the Executive Board, and appointive positions or agencies. "By these by-laws" is used rather than the more usual "in these by-laws" to authorize the delegation of authority in section 6.6A.]
• 6.3 Except as otherwise provided by these by-laws, the Executive Board may remove any committee chairman, the President may remove any committee member for cause upon the recommendation of that committee's chairman, and the Executive Board may remove the holder of any appointive position or agency. [3/71; 7/17: Added "Except as otherwise provided..." and appointive position or agency. "By these by-laws" is used rather than the more usual "in these by-laws" to authorize the delegation of authority in section 6.6A.]
• • 6.4 (a) Only Regular Members can serve on the Rules Committee or the Membership Committee, and no Member can serve on both committees concurrently. No Officer can be a member of the Rules Committee.
    [The text of Sections 6.4 and 6.5 has been amended and reshuffled several times (originally 6.4 dealt with the Rules Committee only). In this subsection, the limitation to Regular Members goes back to 3/71, with the prohibition of serving on both committees added in 12/75.]
  • (b) The Rules Committee and the Membership Committee shall each consist of a minimum of three members, including the chairman. The appointment or removal of the chairman or any member of either committee requires the approval of the Membership, voting by secret ballot.
    [1967-71: Rules Committee approved by Membership. 3/71: Rules Committee minimum size. 12/75: Same restrictions for Membership Committee, secret ballot required for both.]
• 6.5 If at any time the Rules Committee has fewer than three members appointed at or since the last Annual Meeting and the President fails to appoint such new members, the Membership may elect a sufficient number of members to bring the committee up to three members.
  [No such provision originally. In 4/75 it was provided that the committee's "powers and duties ... devolve on the Membership" if there were fewer than three members. Essentially the current text was adopted in 12/75, with "appointed at or since the last Annual Meeting" added in 11/79. (The new Rules Committee is most commonly appointed the month after the Annual Meeting, but nobody has complained yet.)]
• 6.5A The Finance Committee shall consist of the Corporate Treasurer, all currently active Boskone Treasurers, and a minimum of three additional Regular Members appointed by the President. Any of the committee members may be named as chairman. The appointment of the appointed members, and the appointment of the committee chairman, require the approval of the Membership. The removal of an appointed member or of the committee chairman requires the approval of the Membership, voting by secret ballot.
  [4/92. The Finance Committee was originally established in 3/91 as an ad hoc advisory committee. In 4/92 it was made a standing committee and given the responsibility for auditing (Section 5.10). 10/2001, removed the requirement of a secret ballot to approve appointments.]
• 6.6 The Membership or the Executive Board may create any additional appointive position or agency, and may define its duties and determine the authority and procedure whereby the holder of such position or agency shall be appointed or removed. [3/71]
• 6.6A An Officer, the Executive Board, a committee, or the holder of an appointive position or agency may delegate some of its duties to an individual or subcommittee, may define those duties, and may appoint or remove the person(s) to whom those duties are delegated.[7/17]
• 6.7 Unless otherwise provided, the term of every committee position and every other appointive post shall be until the next Annual Meeting and thereafter until the successor to the position is appointed.
  [4/75; from 3/71 to 4/75 all committees expired at the end of the Annual Meeting, period.]
• 6.8 Every committee shall keep a general record of the proceedings of its meetings and activities and shall submit such records to the Clerk for inclusion in the records of the Corporation.

Article VII: The NESFA Fellowship

• [The provisions of this Article were originally passed as standing rules, 9/76. They were transferred to the By-Laws in 12/79.]
• 7.1 Definition: The Title "Fellow of NESFA" (abbreviated F.N.) shall be granted in perpetuity to those persons whom the Membership wish to honor for their contribution to NESFA, fandom, or science fiction. There are no duties associated with Fellowship.
• 7.2 There shall be a Fellowship Administrator, who shall set and publish deadlines for nominations and balloting, such that (a) nominations and balloting shall each be open for at least two weeks, (b) election shall take place in time for presentation to be made at a NESFA anniversary ceremony. The administrator shall keep the totals of votes confidential and keep the ballots on file open to inspection by any Regular Member of NESFA.
  [The nomination and balloting periods were originally one month each, reduced to two weeks in 5/89 (a missed deadline had necessitated a temporary exception in 10/88). The anniversary of NESFA is usually taken to fall in October. (Actually, the organizational meeting was on 9/23/67; the Constitution and By-Laws were adopted, and the first elections held, on 10/8/67.) Amended 1/10/10 to bring the bylaws into conformity with long-standing practice. For several years the Fellowship Administrator had been appointed by the President, rather than the Executive Board. The words "There shall be a Fellowship Administrator" were substituted for the initial text "Administration: shall be the responsibility of the Executive Board (or their delegate)"]
• 7.3 Nominations: shall be via written petition signed by three (3) or more Regular Members or five (5) or more members of any class. Nominations shall be invalid which (a) arrive after the deadline, (b) nominate members of the Executive Board, existing Fellows, or administrators of the election.
• 7.4 Election: shall be by written ballot distributed by the administrator to all Regular Members and returned before the deadline. Each Regular Member of NESFA may vote for up to five (5) candidates. Those candidates receiving votes from more than half of those voting shall be elected.

  [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.]

Article VIII: Discipline

• 8.1 The Rules Committee shall maintain order at all meetings and shall protect the rights of all members. The chairman of the Rules Committee shall be Sergeant-at-Arms at meetings or may designate another member of the Rules Committee to serve as Sergeant-at-Arms. In the absence of the chairman and any other person so designated, the presiding officer may appoint a Sergeant-at-Arms for that meeting.
  [Last sentence added 3/71; "In the absence..." clause clarified 11/79.]
• 8.2 [The current version of Section 8.2 was passed in 8/75 (after a disciplinary crisis), in response to a feeling that disciplinary procedures needed to be spelled out more explicitly; it replaced a one-paragraph earlier version (see below).]
  • (a) The Rules Committee shall deal with all complaints of misconduct or breach of discipline. The Rules Committee may informally mediate disputes; however, it shall act formally or report on disciplinary matters only in response to a written complaint by a Member. This section does not prohibit any Member, whether or not a member of the Rules Committee, from making a complaint on behalf of another person or persons.
  • (b) On receipt of a written complaint as described in (a), the Rules Committee may reject it with a written explanation and with or without making further inquiries of the complainers, or may proceed to investigate fully and act on the complaint.
  • (c) Should the Rules Committee decide to act on a complaint, it shall give each person complained against written notice of the complaint and its contents. If the matter relates to a Corporation activity, the complaint shall be considered as if made against each Member having direct or indirect responsibility for that activity, up to and including the President.
    [The word "written" was added in 11/75.]
  • (d) If, in investigating a complaint, the Rules Committee questions any Member other than one of the complainers or those complained against, it shall upon the Member's request inform the Member in confidence of the general nature of the complaint.
  • (e) If the Rules Committee has reason to believe that knowledge of the complaint would lead to the destruction of evidence or flight with valuable property of the Corporation, or if other grave and unusual reasons make it necessary, it may withhold the knowledge of the complaint it would otherwise be required to give under (c) and (d). In each such case the Rules Committee shall reduce its reasons to writing. Any report to the Membership shall include the circumstances and reasons for any withholding of information.
  • (f) The Rules Committee, after investigating and having provided reasonable opportunity for the person or persons complained against to be heard, may take any action to discipline or correct the misconduct complained of. Such action shall be taken only by written order, clearly citing the complaint, which shall be reported to the Membership and shall be completely subject to appeal and review by the Membership. Such a written order issued following the procedures of this section may recommend to the Membership the suspension or expulsion of any Member and/or the revocation of any Honorary Membership.
    [The phrase "and/or the revocation of any Honorary Membership" was added in 12/15.]
  • (g) A proxy is invalid in any vote by the Membership on any matter under this section if it specifies the vote or position to be taken or otherwise restricts the exercise, by the person holding the proxy, of independent judgment based upon the reports and debates at the meeting.
  • (h) This section shall be interpreted to secure the just, speedy, and inexpensive disposition of every complaint.

  [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.]

• • 8.3 (a) Any proposal to remove an Officer must be signed by at least five (5) Regular Members and be submitted to the Rules Committee.
    [1967-71: "...to the Clerk and the Chairman of the Rules Committee."]
  • (b) Upon receiving such a petition, the Rules Committee shall investigate and, within two days, shall make a preliminary decision whether to suspend the Officer involved.
  • (c) Whether or not it has made any suspension, the Rules Committee shall notify the Membership and the Officer involved of the petition, shall make such further investigations as it finds warranted, and shall make a full report within one month to the Membership. The Rules Committee may suspend the Officer involved at any later time during its investigations if it has found further evidence which warrants such suspension. [3/71]
  • (d) The Rules Committee shall immediately notify all Officers of any suspension, and shall notify the Officer suspended by telephone, in person, or by certified letter.
    [1967-71: Notification "within one day's time", telephone not mentioned.]
  • (e) Officers under suspension shall turn over to the Executive Board all books, papers, and other property of the Corporation in their possession or control, and shall not exercise any of the functions of their Offices.
• • 8.4 (a) Upon receiving a petition or petitions under Section 8.3 calling for the removal of half or more of the Officers, the Rules Committee shall investigate and, within two days' time, shall make a preliminary decision whether to suspend any or all of the Officers involved. A decision to suspend half or more of the Officers requires the approval of two thirds of all members of the Rules Committee.
    [In (a) and (c), "half or more" replaced "a majority" in 3/75, when the Executive Board was reduced from five to four members.]
  • (b) The provisions of Subsections 8.3(c), (d), and (e) apply to suspensions made under this section. The Rules Committee shall immediately notify all Officers and Members of such suspensions and are authorized to spend such funds as may reasonably be necessary for this purpose.
  • (c) During the suspension of half or more of the Officers, the power of the Executive Board, under Section 3.9, to fill the resulting vacancies is inoperative. The books of the Corporation shall be closed until the matter is resolved, and the Rules Committee shall so notify all banks in which assets of the Corporation are deposited.
    [First sentence added 3/71.]
  • (d) The Membership shall meet within two weeks of any such suspensions to act on the matter. The Rules Committee shall schedule such a meeting and notify the Members thereof, unless a meeting is already scheduled to take place within the required time.
    [1967-71: Meeting to be within one week. Second sentence added 3/71.]
• • 8.5 (a) Except as provided in Subsection 8.4(d), the Membership shall be notified in writing at least two weeks in advance as to the meeting at which a proposal to remove an Officer will be brought before the Membership.
  • (b) Upon receiving the report from the Rules Committee as to its investigations, and after debate in which each Officer involved has had an opportunity to be heard, the Membership shall decide the matter by voting separately and by secret ballot on each Officer involved. [3/71]
  • (c) Removal of any Officer requires the affirmative vote of two thirds of the Regular Members present or represented by proxy. A proxy is invalid for this purpose if it specifies the vote or position to be taken or otherwise restricts the exercise, by the person holding the proxy, of independent judgment based on the reports and debates at the meeting.
    [All references to proxy voting added 3/71.]
  • (d) The defeat by the Membership of a proposal to remove a suspended Officer terminates the suspension. [3/71]

  [Sections 8.3 through 8.5 have never been invoked.]

• 8.6 The Rules Committee shall keep accurate minutes of all its meetings. Records of deliberations involving misconduct shall be maintained in a confidential manner as permanent records not open to general inspection.

Article IX: Amendments

• 9.1 A proposal to amend the by-laws can be introduced by
  • (a)submitting it in writing to the Rules Committee, sponsored by any three Members of any class, or
  • (b)making a motion at a Business Meeting. If the motion receives preliminary approval by majority vote it shall not take effect but instead shall be automatically referred to the Rules Committee. If the motion in part amends the by-laws and in part does anything else, the entire motion shall be handled in this manner.
  The Rules Committee shall review the proposal's wording and content and report it, along with their recommendations, if any, to the Membership.
  [3/71; until 11/75 only one sponsoring Member was required. In 1967-71 amendments to either the Constitution or the By-Laws were submitted to the President and required six sponsors. 9/17: option (b) added.]
• 9.2 The Rules Committee shall report to each meeting of the Membership their progress on every such proposal pending before them. The Membership may at any time remove any proposal from the Rules Committee and schedule it for a vote. [3/71]
• 9.3 The Membership shall be notified in writing, at least two weeks in advance, of the original text of the proposal along with any changes suggested by the Rules Committee and the place, date, and hour of the meeting at which it will be considered.
  [Reference to Rules Committee changes added 3/71. Here and in Section 9.5, "original text" replaced "original content" in 12/82, establishing that publication of the exact wording is required.]
• 9.4 The proposal shall be subject to amendment from the floor, but after such amendment the Rules Committee may ask that the proposal be referred to them again for further review. If the proposal is referred again to the Rules Committee, the date at which it shall be reported back to the Membership shall be specified. [3/71]
• 9.5 Whenever any proposal has been referred again to the Rules Committee, the Membership shall be notified again in writing, at least two weeks in advance, of the original text of the proposal along with any changes suggested by the Rules Committee and the place, date, and hour of the meeting at which it will again be considered. [3/71]
• 9.6 The Affirmative vote of two thirds of the Regular Members present or represented by proxy is required to adopt an amendment to the by-laws. [Proxy voting allowed 3/71.]

Article X: Miscellaneous Provisions

• • 10.1 (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of such person's being or having been an Officer, Trustee, or agent of the Corporation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit, or proceeding, to the full extent permitted by law, except where such person is finally determined to have been guilty of bad faith or improper conduct of duty as such Officer, Trustee, or agent.
    [3/71: The equivalent 1967-71 text was somewhat less elaborate, mostly because of shorter enumerations; in particular, it referred only to Officers and Directors. This is the only section of the By-Laws that still mentions Trustees.]
  • (b) The Corporation shall pay expenses incurred in defending any such action, suit, or proceeding in advance of its final disposition to the extent, if any, authorized by the Membership, upon receipt of an undertaking by or on behalf of the person or persons involved to repay such amount unless it is ultimately determined they are entitled to be indemnified by the Corporation. [3/71]
• 10.2 Except where the context clearly requires another meaning,
  • (a) Except where the context clearly allows other types of meetings, "meeting" means any regular or special business meeting of the Membership, including the Annual Meeting. [12/21, allow rules about virtual and hybrid meetings that are not business meetings.]
  • (b) "Member" or "Members" refers to all classes of membership, but
  • (c) "Vote", "decision", or "approval" of the "Membership", or similar language referring to an action or decision taken by the "Membership" means by a majority of all votes cast at a meeting by all Regular Members present or represented by proxy.
  • (d) "Two-thirds vote" of the Membership or of any other body means two thirds of all valid votes cast.
  • (e) "Officer" and "Office" refer to the Officers named in Section 3.1 and to the positions which they hold. [8/83: "refer" replaced "refers".]
  • (f) "Presiding officer" means any person lawfully presiding at a meeting.
  • (g) Written notice or notification is "given" to persons when it is published in the newsletter of the Corporation or sent in a notice to Members, or is left with them in person or with persons living with them, or is sent to them by postal or electronic mail at their last and usual address as listed in NESFA's records, or if and when it is sent by telegraph or other carrier, or if and when it is sent to them by any other means. Any means enumerated in this subsection and used to give any notice to any person must be calculated to reach them within a reasonable period of time. Whenever notice is given by any method other than publication in the newsletter, the method and date of that notification shall be published in the newsletter.
    [Note that ByLaws section 1.10 allows Members to waive the right to receive such notices. Shortened 3/81, omitting "left at their residence or usual place of work". Then in 1/87 the "published in the newsletter ... sent in a notice" clause was added: cf. Section 1.10. The following was added 1/13 and deleted 4/13 when provisions on the same subject were added to Section 1.10:"if any member chooses to opt out of both print and electronic IM, then it is not the responsibility of NESFA to inform them any further of notice." 11/16: Added an explicit reference to electronic mail to make it clear that using the email address in NESFA's records is OK. Also added a requirement to publish in the newsletter information on any notices sent by other means, so that there will be a record of them.]
  • (h) "Votes cast" means valid votes cast for or against a proposal or candidate, and does not include abstentions.
  • (i) "Board" means the Executive Board.
  • (j) When written notice is to be given but the Member or group of Members to whom to give it is not specified or is specified as "the Members" or "the Membership", notice shall be given to all Regular Members but for all other Members it may either be given or only be made available. Notice is made available by being published in a manner which all (or nearly all) Members can elect to receive; any Member who cannot elect this shall, on request, instead be given notice. Any notice which is made available under this section shall also be given to all Members, but need not be given to them in accordance with any time constraint specified. [Note that ByLaws section 1.10 allows Members to waive the right to receive such notices. 11/16; Minor wording changes were made in several places in the Bylaws and Standing Rules to adapt to this. This deliberately does not affect a specification of "All Members" so that it remains possible to require sending a timely notice to all members just by saying to do so.]
  • (k) "Presence" or "attendance" at a meeting, or "attending" a meeting, can be either by being physically present or via remote communications (using suitable tools). [12/21, allow virtual and hybrid meetings.]
  • (l) "Suitable remote communication tools" for attending virtual or hybrid meetings must provide adequately for participation in the meeting, including but not limited to hearing and seeing all of the essential activities, requesting the floor, speaking, and voting (including voting by secret ballot). A less-capable set of tools may be employed if all virtual participants agree. [12/21, roughly follows Acts of 2020, Chapter 53, Section 16 viii.]
  • (m) A "physical meeting" is one where all of the participants gather in one physical place, which must satisfy any specified restrictions on its location. [12/21]
  • (n) A "virtual meeting" is one where all of the participants gather in one virtual place (specified by the tools and credentials needed to access it). Any restrictions on the physical location do not apply, since there is none. [12/21]
  • (o) A "hybrid meeting" is one where some of the participants gather as for a physical meeting but also participate as a group in a virtual meeting and the others participate in that virtual meeting. The place of a hybrid meeting is the place of the physical meeting plus the place of the virtual meeting. [12/21]
  • (p) "In writing" includes but is not limited to electronic means such as email. [12/21]
  • (q) "Preferential ballot" means using "Instant Runoff" if only one choice is intended to be selected and using "Single Transferrable Vote" otherwise. When this refers to an action or decision taken by the "Membership", ballots are cast at a meeting by those Regular Members present or represented by proxy. [9/22. Detailed counting algorithms will be added to the Standing Rules.]
  • (r) Reporting monthly to the Membership means reporting at the first regular Business Meeting in each month where there is a regular Business Meeting. [9/22]

  [All 3/71, except for later changes as noted.]

• 10.3 Every new Member shall, upon admission to Membership, be informed by the Clerk of where to find the ByLaws, Standing Rules, and related documents on the NESFA website.
  [3/71, requiring distribution to Regular and Associate (General) Members. Inactive Members added 9/75, but General and Inactive Members deleted 7/91 (to save money). 6/22, updated for distribution via the website. Currently at www.nesfa.org/rules.]
• 10.4 [3/71, repealed 12/75: Proviso that Officers, committees, etc. holding office when the By-Laws were adopted would continue to do so.]
• 10.5 [3/71, repealed 12/75: Similar proviso for Directors/Trustees.]
• 10.6 [3/71, repealed 12/75: Similar proviso for Members and amounts of dues.]
• • 10.7 (a) The Arms of the Corporation shall be as follows: Azure, on a moon increscent argent a pinetree proper; in the moon's arms, a spaceship of the second outbound to the dexter chief point.
    [Passed as standing rule, 4/74; transferred to By-Laws, 11/79. Space does not permit explication of the theological arguments over the meaning of the phrase "a pinetree proper" (including the dreaded question of "fringies" – see SR A.15(12)).]
  • (b) The Seal of the Corporation shall be as follows:

    

    [Seal adopted by Executive Board, 5/74; transferred to By-Laws, 11/79.]

Article XI: Boskone

• [Nearly all of this Article was transferred from the Standing Rules to the By-Laws, essentially verbatim, in 11/79. In the annotations below the history of the text will be given continuously without further reference to this transfer.]
• 11.1 From time to time the Corporation shall sponsor and manage a science fiction convention to be known, unless otherwise provided, as a Boskone.
  [11/79, defining what had been taken for granted before.]
• 11.2 Each Boskone shall be managed by a separate Boskone Committee. Each Boskone Committee shall have a Chairman the appointment or removal of whom shall require the approval of the Membership by secret ballot, and who shall serve until the termination of the Committee or until a successor is appointed and approved. A two-thirds vote shall be required to approve the Boskone Chairman. The Chairman shall have full authority to appoint or remove all other members of the Boskone Committee, except for the Boskone Treasurer as described below. The date, location, and registration fees for each Boskone must be approved by the Membership. Each Boskone Committee shall continue in existence until nine months after its convention, unless otherwise determined by the Membership.
  [In the original (7/71) Standing Rules, a single sentence (said to be based on "Tradition") defined the Boskone Committee: "The Boskone Committee shall be responsible for the planning, operation, and business of the Boskone Convention." Amazing how the rule has grown. In 4/75 it was expanded to four sentences, adding the requirement that the Membership approve the Chairman, and defining the Committee's term of office. (This then extended until six months after the convention; changed in 11/79 to nine months. See Section 11.3A for the rules on the beginning of the Committee's term.) In 6/81 the requirement for approval of the date, location, and fees was added. The two-thirds requirement for confirmation was added in 8/86; the Chair at that time ruled that a two-thirds vote would also be required to remove a Boskone Chairman. Secret ballot added in 2/88.]
• 11.3 Each Boskone Committee shall have a separate Treasurer appointed by the President with the approval of the Committee Chairman, and of the Membership by secret ballot. The term of office of a Boskone Treasurer shall be until the termination of the Boskone Committee or until a successor is appointed and approved. In case of the absence or removal by the Corporation of a Boskone Treasurer, the Treasurer's duties shall be performed by the Corporation Treasurer.
  [8/79; earlier, the Boskone Treasurer had no fixed duties, and was responsible to the Boskone Chairman only. Secret ballot added 2/88. In 4/93 the Membership confirmed that "separate Treasurer" means only "separate from the NESFA Treasurer", so different Boskones may have the same Treasurer: see Standing Rules Section 1.9(15).]
• 11.3A A Boskone shall be held over a weekend in the first quarter (January 1 through March 31) of each calendar year. The initial appointment of a Chairman for each Boskone Committee shall be made in June, July, or August of the second preceding calendar year (that is, approximately one and one-half years before the convention). The Boskone Treasurer may be appointed at any time after there is a Boskone Committee Chairman, but no other appointments to the Boskone Committee shall be made until after the close of the previous Boskone (that is, the Boskone held during the fourth preceding calendar quarter), except for those positions that entail duties which should start at or before the preceeding Boskone (e.g., Prereg, Flyers, marketing, etc.). The Membership may suspend any of the provisions of this section by two-thirds vote.
  [The 4/75 rule stated that "the term of the Boskone Committee ... shall begin one month after the preceding Boskone"; the 11/79 text said it "shall come into existence at the close of the previous Boskone"; both formulations left some doubt as to just when a Chairman should be appointed. In 6/81 this was clarified: "The Membership may vote to establish a Boskone Committee at any time after the close of the previous Boskone ... by majority vote, or earlier by two-thirds vote"; the latter clause was first invoked in 1/83. In 8/83 this was replaced by the present Section 11.3A, which specified that the Chairman should ordinarily be named before rather than after the previous Boskone; the reason was the increasing need to begin planning at an earlier date. The other provisions of this section were new in 8/83, including the first constraint on the date of Boskone. The "except" clause in the next to last sentence was added in 5/09. 5/17: Changed the period for appointing a Chairman from approximately 15 months before the convention to approximately 19 months before it; the major reason is to make it easier to get GoHs who have long lead times.]
• 11.4 [Originally passed 8/79, at the same time as the requirement for confirmation of the Boskone Treasurer in Section 11.3.]
  • (a) The Boskone Treasurer shall maintain a clear, complete, and accurate subsidiary ledger reflecting the Boskone Committee's receipts and disbursements in books belonging to the Corporation, and shall maintain a depository account separate from the main Corporation accounts, and shall maintain books separate from the main Corporation books and separate from those of any other simultaneously existing Boskone Committee.
    [The requirement that each Boskone have a separate set of books was added in 8/83, along with a change from "may" to "shall" in the second clause. Each Boskone was then also required to have a separate depository account; modified in 6/89 to allow different Boskones to share the same account, though keeping separate books.]
  • (b) The Boskone books shall be open to inspection at reasonable times and places by the Corporate Treasurer. Each Boskone Treasurer shall report to the Membership and the Corporate Treasurer quarterly and at the termination of the Committee, and to the Executive Board and Boskone Chairman as directed by them, on the Boskone's financial transactions and condition. The Boskone Treasurer shall additionally report to the Membership at every Business Meeting during the months November to April surrounding the convention.
    [In 6/89 the last sentence was added, and "monthly, annually," was changed to "quarterly" in the previous sentence.]
  • (c) A Boskone Treasurer may make or authorize the making of an expenditure or obligation to the extent authorized by the Membership.
  • (d) Any separate Boskone depository account is controlled by the appropriate Boskone Treasurer. The designated additional approvers are the President, the Clerk, or the Boskone Chairman. [See Subsection 5.4(f) for rules applying to all Treasurers. 7/19: Moved general rules to Subsection 5.4(f).]
• 11.5 [The Skylark rules were part of the original 1971 Standing Rules, the Rules Committee having decided in 1/71 that they belonged there rather than in the By-Laws; in 11/79 this decision was reversed, as they were transferred to the By-Laws along with the other Boskone rules. The 1971 rule was said to derive from "Tradition", the Skylark in fact being older than NESFA (cf. The Skylark).]

  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:

  • (a) The Administrator shall fix the deadline for the closing of nominations and for the return of ballots within the time limits set forth in this section. The Membership may change the nominating or voting time limits by two-thirds vote. [In 2/06, the President ruled that the By-Laws governing voting on the Skylark Award which require that the administrator set the deadline at least one month after the ballot is distributed do not restrict the Membership if it chooses to override the administrator. Second sentence added as escape clause in 12/91. Here and in later subsections, "Administrator" replaced "Boskone Committee" when subsection (h) was added in 6/81. Since there is no explicit statement of how the Administrator is appointed, ByLaws section 6.2 applies.]
  • (b) At least three months before the day on which the Award is to be presented, the Administrator shall announce at a meeting of the Membership that nominations are open and the date on which nominations will close.
  • (c) Nominations shall remain open for at least one month after the announcement, during which time any Member may present a nomination in writing to the Administrator.
  • (d) After nominations have closed, the Administrator shall prepare the written ballot. In addition to the names of all nominees, the ballot shall contain provisions for a write-in vote and for a vote of "No Award."
  • (e) The criteria for the Award, as stated in the preamble to this section, a list of the previous recipients of the Award, the text of Section 11.5 (g), and the deadline for the returning of marked ballots to the Administrator shall also be printed on the ballot. The deadline shall be no less than one month after the sending of the ballots.
    [Reference to Section 11.5 (g) added in 8/74.]
  • (f) The Administrator shall provide one ballot to each Regular Member. Voting shall be by preferential ballot if there are more than two choices, otherwise a majority of the votes cast is required. In case of a tie there may be multiple winners. The collection procedures shall be such as to insure the secrecy of each vote. The Administrator shall collect and count the votes and shall keep the totals secret, but shall keep the ballots on file and open to inspection by any Regular Member. [9/22, voting procedure clarified.]
  • (g) The Skylark should not ordinarily be awarded to any person more than once. No one shall ordinarily be eligible for the Skylark awarded at a Boskone at which they are a Guest of Honor. [Added 8/74. Second sentence added 2/99.]
  • (h) A Skylark Award shall be presented at each Boskone convention unless the Membership shall vote to do otherwise.
    [Added 6/81 to take care of various contingencies; previously it was taken for granted that the Skylark would be given at Boskone, with the Chairman responsible for administration. Amended 1/10/10 to bring bylaws into conformity with long-standing practice. For many years, the Skylark Administrator had been appointed by the President, rather than by the Boskone Chairman. The words "do otherwise" were substituted for "omit it" and the following language was stricken: "If a Skylark is presented at a Boskone, the Award's Administrator shall be the Boskone Committee Chairman (or the Chairman's delegate). The Membership may vote to present the Skylark Award at other times, but not more often than annually; the Administrator shall then be appointed by the President with the approval of the Membership."]