BY-LAWS
OF
MINNESOTA SCIENCE FICTION SOCIETY

BY-LAW I -- MEMBERS

1. a) Membership in the Society shall be open to all persons who subscribe to the Society's principles and objectives, namely, to foster an interest in science fiction and a general involvement in fandom. Membership is open to any person regardless of race, gender, creed, color, sexual preference, or planet or place of origin. If she, he, or it attends a meeting, that person is a member.

b) All references to persons in this and following Articles shall mean sentient beings and other persons. Subsequent use herein of the singular they (if it was good enough for Shakespeare it's good enough for us) shall include all genders.

2. Membership shall be divided into three classes, honorary members, voting members, and participating members, which classes are defined as follows:

a) Honorary member shall mean any person so designated by the board of directors.

b) Voting member shall mean any person who attended seven (7) or more meetings during the previous membership period and who has accepted voting membership. Each membership period begins at the beginning of the calendar day seven days before the regular annual meeting. The membership secretary shall make a good faith effort each year to inform each eligible person of their eligibility.

c) Participating members shall mean any other member, so long as they have not been excluded under provisions of paragraph 5.

3. The rights of membership are subject to payment of annual or special dues that may be levied by the board of directors of the Society in its discretion.

4. Members shall have the right to inspect all books and records of the Society for any proper purpose at any reasonable time, and to request a statement from the Society showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period, and to request a balance sheet containing a summary of assets and liabilities as of the closing date of such accounting period.

5. Membership may be revoked for good cause only by unanimous vote of the board of directors. Persons whose memberships have been revoked are barred from attending all meetings and other Society functions, except conventions. The board of directors may choose to extend this ban to conventions.

BY-LAW II -- MEETINGS OF MEMBERS

1. The regular annual meeting of the members shall be held between January 15 and March 31 of each year, beginning in 1972.

2. Special meetings of the members for any purpose may be called at any time by the board of directors, or upon written request of one-fourth of the voting members.

3. Notice of any meeting shall be given to the voting members by the membership secretary or other agent appointed by the board. Notice may be given to the members either personally or by sending a copy of the notice through e-mail or paper mail, postage thereon fully prepaid, to their address appearing on the records of the Society. Notice of any regular annual meeting or special meeting shall be mailed or personally delivered at least five (5) days in advance of the meeting and shall set forth in general the nature of the business to be transacted.

4. The presence at the meeting of members entitled to cast one-tenth of the votes shall constitute a quorum for any action governed by these By-Laws. Voting may be conducted by mail and absentee ballots are permitted.

5. The above requirements shall not pertain to meetings called or meetings regularly established for social purposes not requiring action on corporate business.

6. Recorded attendence at various types of meetings shall count or not count towards voting membership, as follows:

a) Recorded attendance at the following types of meetings shall count toward establishing voting eligibility when so designated by the board of directors, the president, the vice president acting as president, or the membership secretary in the absence of the president or acting president:

i) The regular annual meeting of the members

ii) Special meetings of the members called pursuant to paragraph #2 above.

iii) Meetings regularly established for social purposes.

iv) Up to four (4) general convention committee meetings

b) However, each member may only apply one meeting per calendar day towards voting eligibility.

c) The following shall not be considered as counting toward establishing voting eligibility:

i) Conventions or events, whether or not sponsored by the Society.

ii) Meetings of the board of directors

iii) Any other meeting designated as an official Minn-stf meeting by the above-mentioned authorities.

7. The society shall have an anti-harassment policy that has been approved by the board of directors, and shall publish that policy on a web page that is linked to from the main page of the society's website, and shall be available in printed form at meetings of members.

8. There may be circumstances where, for one reason or another, a member is not welcome in a house of another member hosting a meeting.

a) For meetings regularly scheduled for social purposes and general convention committee meetings, the unwelcome member shall be allowed to come to the door of the house and have their attendance recorded without entering. This shall be deemed as attendance for voting purposes. It is the host's responsibility to inform anyone being excluded, but the host may request a board member to serve as go-between if desired.

b) The policy in (a) shall not apply to meetings held in public spaces, the regular annual meeting, or special meetings. Hosts of such meetings must be willing for any member to attend.

c) For other meetings that do not count towards voting membership, hosts may exclude other members as defined in (a), but there is no need to allow their attendance to be recorded.

BY-LAW III -- BOARD OF DIRECTORS

1. The management and affairs of the Society shall be governed by a board of 3, 5, 7, or 9 directors. Directors shall be members of the Society. The members, at their regular annual meeting, shall determine the number of directors for the ensuing year and shall elect those directors.

2. Vacancies on the board of directors shall be filled by appointment by a majority of the remaining directors. Any such member appointed as director shall hold office until their successor is elected by the members who may make such election at the next regular annual meeting of the members, or at any special meeting duly called for that purpose.

3. Board elections shall use a ranked secret ballot for both choosing the number of seats and for the board candidates.

a) Candidates on the ballot shall be nominated by the membership. No write-ins shall be permitted. Nominations shall be taken at two meetings of members prior to the regular annual meeting which shall be designated for this purpose. A single nomination by a person other than the nominee shall be sufficient to be nominated. Nominations may be made in absentia if a member is not able to attend these meetings. No member may submit more than nine (9) nominations. The Membership Secretary shall contact all nominated persons and verify that they accept nomination before placing their names on the ballot. Persons nominating a nominee must be able to supply the Membership Secretary with contact information for that nominee upon request.

b) Voters may rank any number of the candidates or options, leaving any number blank. Mismarked ballots for which the intent is clear shall be counted as intended. For instance, if a number is skipped, the ballot shall be counted as though each number after the skipped number is reduced by one. If a single candidate or option is marked with an X, that shall be considered a "1". Mismarked ballots for which the intent is partially clear shall be counted as much as possible. For instance, if a number is doubled, the ballot shall be counted until that ranking is needed and then considered void.

c) In races with a single winner, the winner shall be determined via instant runoff, also known as single transferable vote. In races with multiple winners, the first winner shall be determined via instant runoff and subsequent winners shall be determined by recounting the ballots in the same way with candidates who have already won removed. In detail:

i) A single winner is determined by instant runoff as follows:

A) The ballots are divided into piles, according to the first-place votes on each ballot.

B) If one of the piles contains more than 50% of the ballots being counted, the candidate associated with that pile is the winner.

C) Otherwise, the candidate with the smallest pile is eliminated and the ballots in that pile are redistributed in the following manner: For each ballot, find the highest ranked candidate who has not been eliminated. Put the ballot in that candidate's pile. If there is no such candidate on a ballot, that ballot plays no further role in determining this winner.

D) Iterate through this process again, starting with step (B).

ii) Subsequent winners are determined by taking all of the ballots and performing the algorithm in (i) again but with any candidate already declared a winner immediately considered eliminated.

iii) If during the counting, all of the smallest piles have an equal number of ballots, then:

A) If these are all of the piles and there are at least as many seats still open as the number of equal piles, then all candidates represented by those piles shall be declared winners.

B) Otherwise, each pile shall be tentatively redistributed in turn as though that pile were the smallest, with the number of ballots in each candidate's pile after this redistribution noted. The candidate with the smallest sum of ballots throughout all of these tentative redistributions shall be eliminated.

C) If the procedure in (B) yields a tie, a candidate shall be eliminated at random. Random choices must be witnessed by at least one member in addition to the membership secretary or appointed teller and may not be performed by any vote counting software.

d) In addition to the alphabetically-ordered list of winners announced to the membership, if it is practical the ballots shall be used to produce a list of all candidates giving the order they were elected or would have been elected. Candidates, winning or losing, may ask the membership secretary or delegate for their ranking in this list and receive them, but the list as a whole shall not be published.

4. The board of directors shall appoint all officers of this Society and shall have the general management of its affairs. Except for those acts and things that are directed or required by law to be exercised or done by the members in these By-Laws, the Society's Articles of Incorporation, or by statute, the board may exercise all powers of the Society and do all such other lawful acts and things as it deems appropriate.

5. Meetings of the board of directors:

a) The annual meeting of the board of directors for the appointment of officers for the ensuing year and for such other business as may properly come before it shall be held each year immediately following the regular annual meeting of the members of the Society held on such day; or at such other time as may be set by the newly-elected board.

b) The board of directors shall hold its meetings at such places, whether in this State or in any other place, time, or dimension as the majority of the members thereof may from time to time designate. Every board member shall be notified of the place, time, and dimension so designated.

c) Special meetings of the board of directors may be called by the president or by any two directors on two days' notice to each director.

d) Any director may in writing, either before or after the meeting, waive notice thereof; and without notice any director by their attendance at and participation in the action taken at any meeting of the board of directors shall be deemed to have waived notice thereof. Whenever all the directors of this Society shall be present and consent to or participate in a meeting thereof, such meeting shall be deemed to be a legal meeting and all the business transacted thereat shall be legal and valid in all respects the same as though such meeting had been regularly called and notice thereof had been regularly given.

e) Any action that might be taken at a meeting of the board of directors may be taken without a meeting if done in writing signed by 2/3 of the directors, or if approved by 2/3 of the directors in advance of the action and ratified thereafter at a regular board of directors meeting.

f) At all meetings of the board of directors, a quorum sufficient for the transaction of business shall consist of a majority of the directors.

BY-LAW IV -- OFFICERS

1. The officers of the Society shall be chosen from the membership by the board of directors and shall be a president, one or more vice-presidents, one or more secretaries, one or more treasurers, and such other officers as the board of directors may from time to time deem advisable. The board of directors may fix the powers, duties, and compensation of any officers not specifically provided for herein. No member of the board may concurrently serve as president. Other officers may or may not be members of the board of directors. Any two or more offices may be held by the same person at the same time except that the same person shall not hold at the same time the offices of president and vice-president. The officers of this Society hold their respective offices until the next succeeding regular annual meeting of the members of the Society and thereafter until their successors shall have been appointed, unless sooner replaced.

Any officer may be removed at any time by the board of directors with or without cause. In case of the death, resignation, absence, or inability to act of any officer of the Society or for any other reason that the board may deem sufficient, the board may delegate for the time being the powers, duties, or any of them, of any such officer to any other officer or (except for the presidency) to any director.

Voting membership in the Society shall not be a qualification necessary to the holding of office therein, and the board of directors may choose officers for this Society without regard to whether the persons so chosen are voting members in the Society. The board of directors may fill any vacancies in any office of this Society, each person so appointed to hold office for the unexpired term in respect to which such vacancy occurs.

2. The president shall be the chief executive officer of the Society. They shall preside at meetings of the members. They shall have general active management of the business of the Society, under the supervision and direction of the board of directors. They shall have the general powers and duties usually vested in the office of president of a society and shall have such other powers and perform such other duties as the board of directors may from time to time prescribe.

3. If the board of directors appoints more than one vice president, the board shall at that time designate the order of succession to the powers of the presidency. In case of the death, disqualification, absence or incapacity of the president, the senior-most vice president available, shall have all the powers and perform all the duties of the president, and at other times shall have such of the powers and perform such of the duties of the president as the board of directors may from time to time determine.

4. The duties of the secretary are as listed below, and may be assigned to one or more people:

a) The recording secretary shall be expected to attend meetings of the board of directors. They shall prepare and present agendas for such meetings, based on their record of unresolved business and upon such new business as may be presented by those present or otherwise communicated to the recording secretary. They shall record discussion, voting, and other proceedings of said meetings. They shall prepare and preserve minutes of said meetings and archival copies of any documents distributed at same. They shall distribute copies of those minutes to all members of the board, and to such other members or media as the board directs. They shall specifically ensure that place, date, and time of upcoming board meetings are communicated to all interested members of the Society. The recording secretary shall in addition perform such other duties as may be prescribed by the board of directors.

b) The corresponding secretary shall be responsible for collecting and distributing, in a timely manner, all mail and other communications sent to the Society's post office box or otherwise received. They shall have primary responsibility for responding to routine inquiries about the Society and its affairs. They shall in addition perform such other duties as may be prescribed by the board of directors.

c) The membership secretary shall have the following duties:

i) The membership secretary shall be responsible for keeping attendance records for all meetings designated as eligible for meeting voting requirements. They shall prepare therefrom a list of all voting members current as of the last voting meeting preceding the regular annual meeting. They shall prepare, distribute, collect, validate, and count those ballots required to determine board size, elect the board members, or perform any other business requiring a formal vote of the Society's voting members. If the membership secretary has a conflict of interest regarding the outcome of the vote, the board of directors shall appoint a teller to fulfill their duties.

ii) The membership secretary, or another person designated by the board of directors, shall prepare at least twice yearly a directory of names, addresses, and phone numbers of Society members requesting such listing, and shall endeavor to keep such information current in their own records.

d) Any assistant secretary, if such be appointed on a temporary or other basis, shall have such powers and perform such duties as may be prescribed by the board of directors.

5. The treasurer shall have the care and custody of the Society's funds and securities and shall disburse such funds as may be ordered by the board of directors. They shall keep full and accurate accounts of receipts and disbursements in books belonging to the Society and shall deposit all moneys, securities and other valuable effects of the Society in the name and to the credit of the Society in such depositories as may be designated by the board of directors. Except to the extent that some other person or persons may be specifically authorized by the board of directors to do so, they shall make, execute and endorse all checks and other commercial paper on behalf of the Society. They shall report the financial condition of the Society at the regular annual meeting of the members and at all other times when requested by the board of directors. They shall be responsible for the timely and accurate submittal of tax forms and other financial documents on behalf of the Society as required by law. They shall oversee the activities of members handling Society funds in connection with conventions, publications, and other activities of the Society. They shall perform such other duties as may be prescribed by the board of directors.

The assistant treasurer, if one be appointed, shall have such powers and perform such duties of the treasurer as may be prescribed by the board of directors.

BY-LAW V -- CHECKS, ETC.

All checks, promissory notes, and other commercial paper, and all other contracts necessary or proper to be executed in the business of the Society may be signed by such officer or officers or such person or persons as the board of directors shall by resolution from time to time authorize for that purpose.

BY-LAW VI -- CONVENTIONS

The Society and its membership may authorize, organize and fund one or more conventions each year for the enhancement of the Society's educational, literary and charitable purposes.

1. The board of directors shall determine what portion, if any, of Society funds shall be used to organize and run each convention. Any convention-associated events or expenses which are considered by the board not to be within the normal range of convention committee responsibilities must be approved and authorized in advance by the board, as extraordinary expenses. All convention receipts not disbursed in the ordinary course of convention expenses belong to the Society. Convention receipts and expenses shall be accounted for and all funds shall be returned to the Society within six months of the convention or by thirty days prior to the deadline for filing Society tax returns for the tax year in which the convention was held, whichever is earlier.

2. The board of directors must approve a chairperson(s) or executive committee for each convention to be held. Such executive committee or chairperson(s) then become responsible for organizing a convention committee.

3. Both the executive committee or chairperson(s) and the convention committee shall be responsible for organizing and running the convention.

4. For each convention to be held, the board of directors shall set a target for the amount the executive committee or chairperson(s) should plan for that convention to profit or lose. The board shall set these targets in one of two ways. To determine which method to use, the board shall compare two numbers: First, the current savings of the Society. Second, the "loss potential" of the Society, defined as the total expected yearly non-convention expenses of the Society less any significant non-convention sources of Society income, plus the total that could be lost by the conventions to be held in the following year under catastrophic circumstances such as defaulting on a hotel contract.

a) If the Society's savings are less than or equal to its loss potential, the board of directors shall set the financial targets of the conventions to be held in the following year to be, in sum, at least sufficient to cover the Society's total expected yearly expenses.

b) If the Society's savings are greater than its loss potential, the board of directors shall set the financial targets of the planned conventions to be, in sum, $1000 less than the Society's total expected yearly expenses.

The board of directors may, at its discretion, choose financial targets other than what the above rules would dictate.

5. The board of directors can approve and promulgate censure and removal from office of any convention chairperson(s) or executive committee members with a vote of at least two-thirds of the full board. If there is overlap between the board and the convention chairperson(s) or executive committee, a unanimous vote of the remaining board is instead required.

6. The board of directors, with a vote of at least two-thirds of the full board, may overrule any action of the executive committee or chairperson(s) or the convention committee, if in the view of the board such action was injurious or detrimental to the Society and its purposes, or clearly taken for reasons of personal disagreement or personal gain. If there is overlap between the board and the convention chairperson(s) or executive committee, a unanimous vote of the remaining board is instead required.

7. Each convention, as defined above, shall have an anti-harassment policy that has been approved by the board of directors. It shall be subordinate to the Society's anti-harassment policy as described in that policy. Each convention shall make available its policy in its paper and electronic publications as appropriate.

BY-LAW VII -- MAILING LIST

1. The mailing list made up for use by Rune or other Society publications shall not be sold for profit, nor offered for profit-making use.

2. The board of directors may determine, upon application by a member of the Society, that a publication by such member is an official Society publication and as such allowed to make use of the Society's bulk mailing permit.

a) By making such application to the board of directors, the member agrees to submit their publication for the board to examine, on the understanding by all parties that the board and Society must protect themselves from use of the permit for improper purposes.

b) The board of directors may withhold or withdraw its consent at any time, and for any issue of a publication.

c) The publishing member must completely reimburse the Society for postage expenses incurred through use of the permit. The board of directors will designate someone to keep financial records for each such publication, which shall be reported to the treasurer upon request.

BY-LAW VIII -- FISCAL YEAR

The fiscal year of the Society shall be the calendar year.

BY-LAW IX -- INDEMNIFICATION

All officers and directors shall be indemnified from any threatened or pending suit or proceeding, wherever brought, whether criminal, civil, administrative or investigative, other than an action by or in the right of the Society, by reason of the fact that they are or were a director, officer or agent of the Society, or are or were serving at the request of the Society in such capacity. Such indemnification shall be to the maximum extent authorized by The Minnesota Non-Profit Corporation Act.

BY-LAW X -- AMENDMENTS

These by-laws may be altered or amended by the board of directors to the full extent permitted by law. Alteration or amendment of By-Laws may be made by a two-thirds majority of the board. Such alterations or amendments take immediate effect upon a single publication in Rune, in Einblatt, or after being posted for a two-month period in a prominent place at Society meetings.

BY-LAW XI -- REPEAL OF PREVIOUS AMENDMENTS

All By-Laws and Amendments to By-Laws of the Society made prior to June 22, 2015 are hereby repealed.

We, the undersigned, directors of Minnesota Science Fiction Society, do hereby certify that the foregoing By-Laws I through XI are the By-Laws adopted for said Society at the meeting of Directors held on the 22nd day of June 2015.

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