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The purpose of South Sound Fandom is to provide and support activities related to science fiction fandom in the South Puget Sound area, to be defined as the counties of Pierce, Thurston, Mason and Kitsap in the State of Washington, as well as to sponsor charitable and educational events in conjunction with these activities. This shall include the holding of an annual science fiction convention, at the discretion of the Board of Directors, and the establishment of a Convention Committee under the supervision of the Board, responsible for planning the annual convention and the day-to-day operation of the corporation.

A.Membership qualifications

1.Any person of eighteen years of age or older who, having completed and agreed to the membership form approved by the Board of Directors or Convention Committee, and having paid any fees established by the Convention Committee, shall be a member of South Sound Fandom.

2.Persons under the age of eighteen and over the age of twelve who have not attained their majority shall provide evidence to an officer of South Sound Fandom that a parent or legal guardian has provided permission to join South Sound Fandom, or has permitted the minor to attend an event sponsored by South Sound fandom, prior to being admitted as a member, and shall meet the conditions in Article II, Section A, Subsection 1 as well. Members admitted under this clause may vote in any election provided for in these Bylaws, but may not serve as a member of the Board of Directors.

3.Minors under the age of twelve may join South Sound Fandom with the express written consent of their parent or legal guardian, and may attend South Sound Fandom events in the company of their parent or guardian. No member admitted under this clause shall have voting rights.

4.The Board of Directors or Convention Committee may provide for complimentary memberships for persons they wish to invite as guests of the convention. Such memberships shall not be provided to any person who is a Director or Officer of the corporation, and shall not include voting rights.

5. The Board of Directors or Convention Committee may, as part of the membership form, provide for rules of conduct for members, which may serve as additional membership qualifications above those mentioned in these bylaws. No qualification adopted shall discriminate on the basis of race, gender, religious practice, national origin or sexual preference. The Board of Directors and Convention Committee may not adopt any qualification or membership status that would prejudice the ability of South Sound Fandom to operate as a tax exempt organization under the U.S. Tax Code, or as a non-profit corporation in the State of Washington,

B.Term of Membership and Dues

1.The term of membership for any dues-paying member shall be from the date dues are received by a responsible officer of South Sound Fandom until the next business day after any annual science fiction convention held by South Sound Fandom, unless there is a calendar year in which no convention is held, in which case membership shall be for a duration of one year from date of receipt of dues.

2.A schedule of dues for the next calendar year shall be adopted by the Convention Committee prior to the date of each annual convention, or by the Board of Directors in the absence of a Convention Committee, that shall give members the ability to pay the next year's dues prior to the expiration of their current term of membership. The Convention Committee shall make every reasonable effort to provide for payment of dues at any science fiction convention held by South Sound Fandom.

3.The Board of Directors or Convention Committee may create a schedule of dues which encourages members to promptly renew dues by making dues progressively more expensive closer to the date of any annual science fiction convention held by South Sound Fandom. The Board of Directors or Convention Committee may also provide for additional fees for members wishing to sell goods, crafts, works of art or services during the annual convention to the convention membership, which shall be imposed above and beyond any membership dues.

C.Privileges of Membership

1. Members of South Sound Fandom shall be entitled to attend the annual science fiction convention provided for in Article I, with no additional fees imposed.

2.Members of South Sound Fandom may also be provided with free or reduced admission to other events sponsored by South Sound Fandom as provided for in a resolution of the Board of Directors.

3. Eligible members of South Sound Fandom shall be entitled to attend and vote at the annual meeting described in Article III, or any meeting of the membership as provided for in Article III.

4.Members of South Sound Fandom shall be entitled to be directors or officers of South Sound Fandom. No person who is not a dues­current member of South Sound Fandom shall be eligible to serve on the Board of Directors, or as a voting member of the Convention Committee.

D .Suspension or Expulsion of Members

1.Members who violate rules of conduct provided for in Article II, Section A, Subsection 5 of these bylaws may have their privileges of attending events sponsored and organized by South Sound Fandom suspended.

2.No member shall have privileges of attending events sponsored and organized by South Sound Fandom suspended unless two officers of South Sound Fandom, authorized to suspend members by the Convention Committee or Board of Directors prior to the start of the convention, agree that suspension of the member is an appropriate disciplinary action. Said officers shall detail, in writing, their justification for the suspension, and make reasonable effort to provide a copy of this to the member who is being suspended. Additional copies shall be provided to the Board of Directors for their review.

3.Members may be expelled permanently or for a period of time for violations of the rules of conduct provided for in Article II, Section A, Subsection 5 of these bylaws by a two­thirds vote of the Board of Directors at a meeting. Any member subject to such disciplinary action shall be provided with identical notice of time and place of such meeting as if he or she was a director.

A.Annual Board Election Meeting of Membership- Procedures

1.An annual Board of Directors election meeting of the membership of South Sound Fandom shall be scheduled by the Board of Directors to occur according to the following schedule:

a.In years when an annual science fiction convention is held by South Sound Fandom, the date of the meeting shall be set by the Board of Directors prior to the convention, and announced at the convention. Such meeting shall be held no less than 50 days after the convention and no more than 60 days after the convention.

b.In years in which no convention is held, the meeting shall be held no less than 360 days after the last annual meeting, and no more than 370 days after the last annual meeting.

c.The Board may select any location within the State of Washington as the site of the election meeting.

2.Notice of the meeting, an agenda of the meeting, rules for the meeting and any voter statements provided for in Article III, Section B, Subsection 2 shall be mailed to the members eligible to vote in such meeting no less than 30 days prior to the election.

3.Members wishing to bring business to the attention of the annual Board of Directors election meeting may petition to do so by providing a written copy of any resolutions, amendments to the articles of incorporation or any other business to the registered agent of the corporation no less than 35 days prior to the meeting. Such business shall contain the exact text of the business to be considered, and the names and signatures of at least ten dues-current members, or twenty percent the dues-current membership of South Sound Fandom, whichever is greater. After verification of the validity of the petition by the registered agent, the business will be scheduled to occur after any election business on the agenda, unless said business would affect the election, in which case it shall be scheduled prior to the election on the agenda.

4.A majority of the voting members of the Board may put business on the agenda of an annual election meeting for consideration by the membership, at any Board meeting prior to mailing the agenda to the membership. The business will be scheduled to occur after any election business on the agenda, unless said business would affect the election, in which case it shall be scheduled prior to the election on the agenda.

B.Annual Board Election Meeting Procedures and Qualifications

1.Members wishing to stand for election to the Board of Directors at the annual election meeting shall provide a written statement to the registered agent of the corporation declaring their candidacy no later than 45 days prior to the election meeting. They may provide an additional 200 word written statement to voters, which will be provided to voters in the meeting notice.

2.Voting for Board members at the annual election meeting shall be by secret and written ballot by those members attending the meeting, with no proxy or absentee voting. Voters may elect one different candidate for each position up for election. In odd numbered years, odd numbered positions shall be up for election. In even numbered years, even numbered positions shall be up for election.In the event that, due to the variance of the election meeting dates, two consecutive meetings take place in both odd, or both in even numbered years, the positions not elected at the previous election meeting shall be up for election.

3. The current Chairperson of the Board shall preside at the meeting until such time as a new member of the Board has been elected in the Chairperson's position. Should the current Chairperson not be reelected, the Board shall elect a new Chairperson immediately following the vesting of the new members of the Board of Directors, as provided for in Article III, Section B, Subsection 6.

4.The Board shall adopt election rules for each annual meeting that shall allow for a fair and timely election, which will be distributed to members at the same time as the meeting notice.

5.The candidates receiving the most votes shall, upon announcement of the results to the election meeting, be immediately vested as the Board of Directors. Ties shall be resolved by runoff elections held at the same meeting.

6. Immediately after election of new Board members, the Board shall meet and elect their officers. After the election of their officers, the Chairperson shall reconvene the membership meeting and announce the results of the Board officer election to the meeting of the membership.

C.Special Meeting of the Membership

1.Members wishing to convene a special meeting of the membership of South Sound Fandom may petition to do so by providing a written copy of any resolutions, amendments to the articles of incorporation or any other business to the registered agent of the corporation no less than 35 days prior to the proposed date of the meeting. Such business shall contain the exact text of the business to be considered, and the names and signatures of at least ten dues current members, or twenty percent the dues-current membership of South Sound Fandom, whichever is greater. After verification of the validity of the petition by the registered agent, the business will be scheduled to occur according to the guidelines contained in this section of the Bylaws.

2.A majority of the voting membership of the Board of Directors may schedule a special meeting of the membership to occur according to the guidelines in section 3 below.

3.Special meetings of the membership shall be held within 30 to 45 days after any Board vote taken to hold such a meeting, or valid membership petition for such a meeting is validated, unless any part of that period of time would fall within 15 days of any day of the annual science fiction convention provided for in Article I, in which case the meeting shall be scheduled to be held within 15 to 25 days after said convention.

4. The Chairperson of the Board of Directors shall preside at all special meetings of the membership, and the Board may adopt rules for a special meeting prior to the meeting.

A.Specific Officer Duties

1. The officers of the Board of Directors shall be as follows: Chairperson of the Board of Directors, Corporate Treasurer, and Corporate Secretary. These officers shall be elected by majority vote taken immediately upon the election of the Board of Directors at the annual election meeting. All other directors shall serve as directors at-large, with duties as assigned by the Board.

2.The duties of the Chairperson of the Board of Directors are:

a.Preside at all meetings of membership of the Board.

b.Set time, place and agenda for meetings of the Board or of membership in absence of any vote of the board or bylaw specifying time, place or agenda for a meeting.

c.Act as the spokesperson for the Board of Directors and the corporation.

d.Act as liaison with other organizations doing business with South Sound Fandom.

e. Supervise other directors in their tasks.

f. Perform duties as directed by the Board, and report to the Board at meetings.

g. Abstain from voting at any meeting, except when the vote of the Chair would decide the question being voted on or when the Chairperson is casting a written ballot for electing directors at an election meeting for the Board, in which cases the Chairperson may elect to vote.

B.The duties of the Corporate Treasurer are:

a.Serve as Chairperson pro tempore at any Board of Directors meeting in the absence of the Chairperson, or in the event that the position is vacant.

b.Manage the financial affairs of the corporation, in conjunction with the Convention Treasurer and any other responsible officers of the corporation.

c.Catalog and maintain the chattel and real property of South Sound Fandom.

d.Work with other officers in preparing an annual financial statement for South Sound Fandom.

e.Supervise the filing of any necessary financial statements with any government agencies, and ensure that the financial activities of the corporation are within all applicable laws and bylaws.

3.The duties of the Corporate Secretary are:

a.Serve as Chairperson pro tempore at any Board of Directors meeting in the absence of the Chairperson and Corporate Treasurer, or in the event that both positions are vacant.

b.Ensure that minutes of proceedings of the Board are taken, and that the same are available for examination in a timely manner by Board members other others entitled to have them.

c.Serve as the registered agent of the corporation, and maintain such papers as are required by law.

d.Manage the membership list of South Sound Fandom, in conjunction with responsible members of the Convention Committee.

e.Ensure members get timely notice of the annual election meeting or any special membership meetings.

B.General Board Provisions

4.Any director or officer provided for in this article may be removed from their position for reasons of mis­, mal­, or non­feasance by the votes of two thirds of the voting membership of the Board, not including the vote of the officer or director being removed. No officer shall preside at any meeting where their removal is under consideration until after the vote takes place.

5. Vacancies on the Board of Directors or in positions provided for by this article may be filled by a majority vote of the Board.

C. Number of Board Members

The Board of Directors has a minimum of five positions. The number of positions may be changed by a unanimous vote by the Board. I the event that additional positions are opened, they are to be filled only at the annual election meeting for the Board by standard election procedures.

1.Each Board of Directors shall elect members to a Convention Committee, whose duties and powers shall be to exercise any corporate powers for South Sound Fandom on a day-to-day basis, subject to the review of the Board of Directors, inasmuch as these powers are necessary for the planning and execution of the annual science fiction convention.

2.The specific membership of the Convention Committee shall be provided for as follows:

a.The Convention Committee shall have at least one director as a member of the committee, and shall be elected by the Board of Directors.

b.The Convention Committee shall have a Convention Chairperson, Vice Chairperson, Convention Treasurer and Convention Secretary, as elected by the Board of Directors. The specific duties of these officers may be provided for by the Convention Committee itself.

c.The officers provided for in Subsection B above may, in conjunction with other officers provided for by the Board of Directors, form an Executive Committee responsible for electing additional Convention Committee members, supervision of the Convention Committee, and other powers provided for in these bylaws to the Convention Committee.

3. The Convention Committee may have their own rules of procedure, that are not inconsistent with these bylaws.

4. Upon dissolution of a Convention Committee, all powers granted to the committee shall be exercised by the Board of Directors.

1.It is the intent of South Sound Fandom to indemnify all Directors, Officers, Agents and Employees to the extent provided by law. All Directors, Officers, Agents and Employees acting in their official capacities are indemnified from all liability arising from any proceeding if they acted in good faith and reasonably believed their conduct and actions were in the best interest of South Sound Fandom. All Directors, Officers, Agents and Employees acting outside of their official capacities are indemnified from all liability arising from any proceeding if they acted in good faith and reasonably believed their conduct and actions was not opposed to the best interest of South Sound Fandom.

2.Directors, Officers, Agents and Employees will be indemnified from any criminal liability if they had no reasonable;e cause to believe their conduct was unlawful.

3.Directors, Officers, Agents and Employees are not indemnified from any liability arising from any action brought against them in the right of South Sound Fandom, nor from liability arising from proceedings in which they are found to have received an improper personal benefit from South Sound Fandom.

1.The Chairperson of the Board of Directors, or the Chairperson pro tempore, shall conduct all meetings they preside at in accordance with Robert's Rules of Order, unless any rule or bylaw adopted by the board or meeting shall conflict with the same, in which case the rule or bylaw shall be the governing authority.

2.Convention Committee meetings may be conducted as provided for in their rules, as long as regular records shall be kept of their meetings that includes all votes taken at meetings. These records shall be submitted regularly to the Corporate Secretary to be kept on file with other corporate records.

These articles may be amended by a vote of two-thirds of the voting membership of the Board of Directors at any meeting of the Board.

Upon enactment of these bylaws by a two-thirds majority of the voting membership of the Board of Directors, all articles of these bylaws shall be immediately in effect.

I certify that these are a true and complete copy of the Bylaws of South Sdound Fandom, as adopted on July 26th, 1998.

(signature)_________________________________
Robert B Taylor
Chairman, South Sound Fandom Board of Directors