The Constitution and By-Laws of the Science Fiction & Fantasy Poetry Association

CONTENTS

First ratified by the membership in 1993.
Revised in 2017 and 2020.

Article I.—NAME
Article II.—PURPOSE
	Section 1—Definition of “Science Fiction & Fantasy Poetry”
	Section 2— SFPA Newsletter
Article III.—MEMBERSHIP
	Section 1—Eligibility
	Section 2—Dues
Article IV. APPLICABLE LAW AND PLACE OF BUSINESS
	Section 1—Principal Place of Business
	Section 2— Provisions for Dissolution
Article V. ELECTED OFFICERS
	Section 1—Officer Positions and Terms
	Section 2—President
	Section 3—Vice President
	Section 4—Secretary
	Section 5—Treasurer
	Section 6—Mid-term Vacancies
	Section 7—Hierarchy of Authority
	Section 8—Executive Committee
Article VI. Appointed Positions
	Section 1—Star*Line Editor
	Section 2—Membership Coordinator
	Section 3—Temporary Editors and Chairs
	Section 4—Other Positions
Article VII. BY-LAWS AND AMENDMENTS
	Section 1—Meetings
	Section 2—Notification of Elections, Amendments and Proposals
	Section 3—Ratification and Amendments
	Section 4—Membership Petitions and Proposals
	Section 5—Voting
	Section 6—Regular Elections
	Section 7—Mid-Term Elections
	Section 8—Recall
Article VIII. ACCEPTANCE OF OFFICE
Article IX. RATIFICATION OF THE AMENDED CONSTITUTION AND BY-LAWS FOR THE SCIENCE FICTION & FANTASY POETRY ASSOCIATION

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I. NAME:

The name of this organization shall be the Science Fiction & Fantasy Poetry Association, also referred to as the SFPA. 
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II. PURPOSE:

The SFPA is an unincorporated non-profit association which exists exclusively for the following purposes: 

 •	to promote publication, education and quality in science fiction & fantasy poetry 
 •	to facilitate scholarship and discussion of science fiction & fantasy poetry and other arts related to it 
 •	and also to facilitate communication and exchange of information between its members.

Section 1—Definition of “Science Fiction & Fantasy Poetry”: The definition of the term “science fiction and fantasy,” as it pertains herein, includes, but is not limited to, the genres of science fiction, science, fantasy, horror, speculative, and all other areas of poetry with related themes, styles and tropes which current practitioners and readers commonly accept as inclusive within the broadest reasonable limits of the term.

 Section 2—SFPA Newsletter: A periodic newsletter shall be published by this association and distributed electronically and /or in print to all current members as part of benefits of membership in this association at intervals ranging between four and twelve times per year. Such newsletter is to include, as required by the interests of the membership, financial reports of the association, science fiction and fantasy poetry market news, reviews of science fiction and fantasy poetry publications, science fiction and fantasy poetry by both members and non-members, and any other articles of interest as selected by the editor and appointed associates and assistants. The title of said newsletter shall be: Star*Line.
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III. MEMBERSHIP:

    Section 1—Eligibility: Any individual or organization with an interest in the work of this association may become a member upon payment of proper dues to the treasurer of  this association, with the remitted funds to be payable to the SFPA, and not to be payable to any individual or officer. Each individual or organizational member in good standing will have one vote in any and all issues of vote put before the membership.

    Section 2—Dues: Annual dues, payment provisions and terms for membership in this association will be set by the Executive Committee, with the following limitations: the Executive Committee shall have the authority to adjust the price of membership to reflect the associated costs of printing and mailing Star*Line and the SFPA’s various print anthologies, provided official notice is provided to the membership via Star*Line (in print and/or electronic form) 60 days prior to any price adjustments, along with reasonable justification for said adjustments, such as a financial statement. Any change to membership price beyond such adjustments for printing and mailing costs must be approved by the membership in the manner described in these bylaws for official voting.

     Section 3—Expulsion for Cause: The SFPA Executive Committee may, by unanimous agreement, expel SFPA members for behaviors that constitute a violation of the SFPA values of inclusiveness and community.

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IV. DISTRIBUTION OF SURPLUS & DISSOLUTION

      Section 1—Distribution of Surplus: This association will operate as a not-for-profit organization within the commonly accepted guidelines for such organizations. All profits and surpluses derived from membership dues, contributions, publications, and all other sources of income, will not accrue to the benefit of any individual, but will be returned to the association for the purpose of furthering the activities described in Article II, above. 

Section 2—Provisions for Dissolution: Upon dissolution of the association, after payment of all remaining obligations, the last presiding president is directed to distribute the remaining funds of this association to any foundation, organization, or not-for-profit corporation organized and operated exclusively for literary purposes and which has established its tax-exempt status under the currently applicable section(s) of the Internal Revenue Code. If no president is extant at the time of dissolution, then this duty falls to the next officer in line in the following order, according to the officers still extant at the time of dissolution: vice president, secretary, treasurer, editor of the newsletter. If no officer of the association is extant at the time of dissolution, or otherwise able to carry out this request, then the monies on deposit in the association’s accounts will be left to the discretion of the directors of the financial institution which holds the account(s), with the request that they distribute the remaining funds as outlined above, after payment of all obligations to that institution. A copy of these constitution and by-laws is to be given to that institution at the time of the establishment of such accounts.
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V. ELECTED OFFICERS:

Section 1—Officer Positions and Terms: A body of officers consisting of four members: a president, vice president, secretary, and treasurer, will be elected by the members of this association in accordance with the procedures governing elections, proposals, and voting, outlined in Article VII, below. Elected officers must be members of the association in good standing. The terms of office for all elected officers shall be four years, with terms staggered such that, in order to preserve continuity within the association, only one officer will be up for renewal in a given year.  There shall be no limit to the number of terms any one individual can hold office.

Section 2—President: The president will be the executive officer of this association and will have authority to administer its affairs, to call and preside at meetings, to appoint, in consultation with the Executive Committee, editors and chairs of the association’s publications and awards,  who will serve in that capacity at the president’s discretion. The president may appoint assistants and delegate any business to them, except as provided for in these constitution and by-laws. The president will be held responsible for all duties of the president’s office performed by assistants to the president. The president will also have final editorial authority over the form, contents, and methods of production of the newsletter, in consultation with the Executive Committee.

Section 3—Vice President:  The vice president shall participate in meetings of the Executive Committee. Other duties as determined by the president shall include a shared responsibility for supervising elections, referendums, member surveys and ballots. Should the president be temporarily unable to fulfill the duties of that office, the vice president may be vested with all the authority and duties of the president, at the discretion of the president.  In the event that the president fails to respond to communications from the Executive Committee or is otherwise demonstrably unavailable to conduct business, including delegation of presidential authority and duties to the vice president, the vice president may be vested with such authority and duties by approval of the Executive Committee.  If, for any reason, the president is demonstrably and permanently unable to fulfill the duties of that office, the vice president shall be appointed interim president (as described in Article V Section 7, below). In the event of the resignation or removal of the president, the vice president will assume the duties and authority of the president until a new president is elected in accordance with Article VII, below.

Section 4—Secretary: The secretary will maintain all records of the association, will take minutes at meetings of the officers and of the association, will preserve copies of all issues of the association’s publications and will perform other duties as delegated by the president, including the initiation of the election process and the counting of ballots in any proposal for voting presented to the membership, unless otherwise delegated by the president. Furthermore, the secretary will preserve copies of all official correspondence relating to the business of the association and the originals of all ballots from matters voted on by the membership for at least 3 years from the date of such documents and ballots. The secretary will be the designated person of contact for all correspondence to the Executive Committee, such as statements of interest for vacant offices and editor positions or proposals for member vote, unless otherwise delegated by the president.  In the event of the resignation or removal of the president and the vice president, the secretary will assume the duties and authority of the president until a new president is elected, in accordance with Article VII, below. The secretary may appoint assistants to aid in administering the duties of the secretary’s office. The secretary will be held responsible for all duties of the secretary’s office performed by assistants to the secretary.

Section 5—Treasurer: The treasurer will maintain all bank accounts and financial records of the association, and will have charge of all receipts and disbursements.  Financial accounts maintained by the treasurer on behalf of the organization may be established at any recognized and FDIC certified financial institution in the USA under the SFPA name.  Said account is not to be under the payable name of any individual or officer. Both the treasurer and president will have unlimited single-signature/dispersal authority on such accounts. The treasurer and the president shall have the authority to transfer funds between such accounts, for the purpose of the safekeeping of the association’s funds and for payment of its obligations. The treasurer will participate in meetings of the Executive Committee and will report to the Executive Committee on the current financial status of the association at regular intervals, and to the membership at intervals as directed by the president. The treasurer may, with written approval from the president, appoint an assistant treasurer, who will have signature authority on SFPA accounts. The treasurer will be held responsible for all transactions and duties of the treasurer’s office performed by the assistant treasurer. In the event of the resignation or removal of the president, the vice president and the secretary, the treasurer will assume the duties and authority of the president until a new president is elected in accordance with Article VII, below.

Section 6—Mid-term Vacancies: In a case where any officer resigns, is removed,  or is otherwise unable to fulfill the duties of their office, the president shall appoint another officer or former officer or volunteer to fill the vacancy pro tempore until an interim election can be held. Interim elections will be held in accordance with Article VII, below. Officers who are elected to fill mid-term vacancies will complete the remaining term of the officer they were elected to replace. Officers thus elected to fill mid-term vacancies may run for a full-term at the next regularly scheduled election.

    Section 7—Hierarchy of Authority: In the event that the president resigns, is removed, or is otherwise unable to fulfill the duties of that office, the hierarchy of passed authority to fulfill or appoint interim officers, in downward progression is, as described above in Articles IV and V: the president, the vice president, the secretary, the treasurer, and then the Star*Line editor; appointed assistants and volunteers will not assume authority in this hierarchy. If all officers become unable or unavailable to fulfill the requirements of their offices, the members shall approach a previous officer to adjudicate the immediate election or appointment of replacement officers. If no previous officers are available, the members are at their discretion to elect/appoint any current member to adjudicate official election and appointment of new officers according to the provisions of these constitution and by-laws.

Section 8—Executive Committee: The Executive Committee will serve as the governing body of the association for the purposes of conducting regular business of the association, interpreting policy in accordance with these constitution and by-laws, and interacting with the membership and the larger literary community as the public face of the association.  Permanent members of the Executive Committee include the four elected officers (president, vice-president, treasurer and secretary), as well as the Star*line editor, the membership coordinator, and other appointed volunteer positions at the discretion of the officers and existing Committee. Other positions with partial and/or temporary voting rights may be added at the discretion of the Committee—for example, editors and chairs of the association’s publications and awards may be invited to vote on matters related to their respective projects. Past presidents or Committee members may also function in an advisory capacity and may be asked to vote at the request and discretion of the existing Committee. The Committee will maintain regular correspondence at no less than monthly intervals, or with greater frequency as needed to ensure efficient continuation of the association’s operations and interests.  
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VI. APPOINTED POSITIONS

Section 1—Star*Line Editor: The Star*Line editor is selected by the president, in consultation with Executive Committee. The duty of the editor is to select original material for Star*Line. This includes, but is not limited to original poetry, reviews, and articles of interest to the membership. The Star*Line editor is expected to participate in regular Executive Committee meetings and discussions, and is responsible for ensuring that official business, such as calls for elections, are included in the newsletter. The Star*Line editor may delegate tasks integral to Star*Line operations such as production, proofreading, layout, mailing/distribution and advertising, and is responsible for overseeing such delegates.

Section 2—The Membership Chair: The membership chair is selected by the Executive Committee. The responsibility of the membership chair is to maintain the membership database, welcome new members, confirm renewal payments from current membership,  send reminders to members due for renewal, send reminders to members who have lapsed recently, contact award and contest winners offering membership, contact long-lapsed members with invitation to rejoin (time permitting).

Section 3—Temporary Editors and Chairs: Temporary editors and chairs are chosen by the Executive Committee for the association’s awards and publications including The Rhysling Anthology, The Dwarf Star Anthology, the Elgin Awards, the SFPA Poetry Contest and the SFPA’s online magazine, Eye to the Telescope. The responsibility of temporary editors and chair is to oversee the nomination or submission process, prepare chosen poems or nominated works for publication/distribution, communicate in a timely manner with contributors and the Executive Committee, keep records of contributors, keep lists of contributors’ and publishers’ addresses, and respond to questions regarding the respective publications and awards.

Section 4—Other Positions: Other volunteer positions may be appointed by the Executive Committee to assist with the operations of the association, including but not limited to: webmaster, communications chair, volunteer coordinator, advertising coordinator, and administrator of the association’s listserv, blog, and/or social media. Such positions may also be fulfilled by officers or be subsumed by the Star*Line editor or Membership Coordinator, at the discretion of the Executive Committee. 
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VII. BY-LAWS AND AMENDMENTS 

Section 1—Meetings: Due to geographical limitations, this association will not require an annual meeting for the transaction of business, but will conduct its business regularly through the website, the newsletter, the listserv, social media, and electronic surveys. Ratification of proposals and electing of officers will occur through electronic or mailed ballot, subject to the terms and limitations described herein. All official business not otherwise delegated by these constitution and by-laws is to be proposed and published in the newsletter, via print and/or electronic distribution, with the necessary forms made available to the membership, so that they may be properly returned by mail or to be voted on through electronic ballots.

 Section 2—Notification of Elections, Amendments, and Proposals: The editor of Star*Line is hereby directed to make space available in the newsletter on a priority basis for the publishing of all business requiring a vote by the membership. No proposals or elections will be deemed as binding unless a properly detailed description of them is published in the newsletter, via print and/or electronic distribution, and no questions or elections will be proposed to the membership other than through newsletter via print and/or electronic distribution.

Section 3—Ratification and Amendments: Any changes proposed to this constitution, or adoption of any subsequent by-laws to modify or enhance the administration of this association, will require approval by a two-thirds majority vote of the membership, but with the provision and understanding that, regardless of the size of the currently registered membership, the base for the calculation of this “two-thirds majority” will be defined as two-thirds of those ballots returned by the members to the appropriate officer within 60 days after the distribution date of the print and/or electronic newsletter in which the question appears, or according to a specified deadline not to be less than 30 days. Matters relating to the election of officers, the requirements of membership, or any other questions relating to the business of this association will be decided by a simple majority of 51% or better of the responding membership.

Section 4—Membership Petitions and Proposals: Any member at any time may petition by letter the secretary of this association to present a question or proposal for voting.  Petitions co-submitted by a quorum of 1% of the total current membership of the association or ten current members in good standing (whichever is greater), shall be published by the editor in the next available issue of the newsletter, via print and/or electronic distribution. The petition or proposal will then be presented for a vote by the membership, as provided for herein. Petitions submitted by any individual member, or less than 1% of the current membership (minimum ten current members in good standing) may be presented by letter to the secretary of this association for consideration by the Executive Committee. The Executive Committee may choose to present such questions to the membership for vote without the aforementioned required quorum, as provided for herein.

Section 5—Voting: All matters of vote proposed to the membership will be worded as clearly as possible, and all ballots and forms or guidelines for ballots will clearly contain the address of the secretary or appointee for counting to whom the ballot is to be returned. The secretary or other individual appointed by the president may count the returned ballots, and will provide a report both to the president and the secretary within 30 days from the receipt by mail of the last eligible ballot. The counting of the ballots will be overseen by the president and secretary or other appointee and at least one other member of the Executive Committee. The results of the count are to be reported to the membership in the next available newsletter, via print and/or electronic distribution, and any changes instituted as a result of the ballot count are to be considered to be in effect with the publication of said results in the newsletter. The ballots, if counted by an individual other than the secretary, shall be returned to the secretary at the time of the report of results.

Section 6—Regular Elections: The terms of office for all elected officers shall be four years, with terms staggered such that, in order to preserve continuity within the association, only one officer will be up for renewal in a given year. The schedule of officer elections shall be set so that the offices of president, secretary, vice president and treasurer will be up for renewal in consecutive years.. Notice of the open positions will be published in the July issue of the newsletter, via both print and electronic distribution, so that interested members may submit their names or otherwise be nominated to fill the vacant position. Such notices or nominations are to be returned to the secretary or other designee within 30 days of the distribution date of the issue of the newsletter in which such notice appears. Nominations will be published in the October issue of the newsletter, via both in print and electronic distribution, with appropriate ballot forms, and the membership will vote on the election of the new officer, as provided herein. Final votes will be tallied after 60 days; newly elected or re-elected officers will assume the duties of their office upon verification of the count, as described above.

Section 7—Mid-Term Elections: Upon the death, removal or resignation of any officer, a notice of the open position will be published in the next newsletter via print and/or electronic distribution as soon as is practical, so that interested members may submit their names or otherwise be nominated to fill the vacant position. Such notices or nominations are to be returned to the secretary or other designee within 30 days of the distribution date of the issue of the newsletter in which such notice appears. Nominations will be published in the next available issue of the newsletter, via print and/or via electronic distribution, with appropriate ballot forms, and the membership will vote on the election of the new officer, as provided herein.  Final votes will be tallied within 60 days, or according to a specified deadline not to be less than 30 days.

Section 8—Recall: Any officer may be removed from office by a two-thirds majority vote of the responding membership, upon proper petition to the Executive Committee and seconding of such petition as described above, and with the publication of a clearly-worded ballot, within the guidelines and time-lines as described above in Section 4. The effective date of such removal will be the date on which the officially appointed ballot tabulator becomes aware, by exercise of reasonable diligence, of the outcome of the vote and communicates it to the Executive Committee.
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VIII. ACCEPTANCE OF OFFICE:

Any individual elected for office of the SFPA listed in Article V, Sections 2, 3, 4 and 5 shall upon acceptance of their specific office make known to the membership via the newsletter their agreement to fulfill the obligations of their elected office until removal or resignation. Upon receipt of the statement of acceptance by the editor of the newsletter, the newly elected officer shall be considered fully responsible and fully accountable for the execution of all duties associated to the specific office, and shall be accountable for all resulting effects and circumstances directly relatable to action or inaction taken as such officer of the SFPA. Such responsibility and obligation to the duties as an officer shall remain in effect until resignation or removal, as provided for herein.
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IX. RATIFICATION OF T HE AMENDED BY-LAWS FOR THE SCIENCE FICTION & FANTASY POETRY ASSOCIATION:

Under the terms of Article VI of the constitution and by-laws of the Science Fiction Poetry Association published in 1993, acceptance by two-thirds of the membership responding via mail or electronic ballot will constitute acceptance of these revised constitution and by-laws, and all other Constitutions, Articles, and by-laws not found within this document are hereby revoked by the Membership.
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