The below is a document that Matt Strait, Minnstf archivist, got from Geri Sullivan. It is a typed-up version of the original 1972 articles of incorporation, followed by the original bylaws (at least original to us being a Minnesota corporation). This is an OCR, checked over by hand afterwards. I have approximately preserved the original formatting. A few typos are intentionally preserved and marked with [sic]. Naturally there may one real typos I haven't noticed and are preserved, or errors introduced by the transcription process. A few other comments of mine appear in square brackets. No square brackets are part of the original text. The articles of incorporation and bylaws appear to be a re-typed versions of more official copies filed with the secretary of state, also received by Matt from Geri. Where appropriate, I have used the official copy to annotate the unofficial one. ===> THESE ARE NOT CURRENTLY IN FORCE. For the current versions, see http://mnstf.org/records <=== ================== begin transcription ================== ARTICLES OF INCORPORATION OF MINNESOTA SCIENCE FICTION SOCIETY The undersigned, for the purpose of forming a corporation pursuant to the provisions of the Minnesota Non Profit Corpora- tion Act, Minnesota Statutes Chapter 317 adopt the following Articles of Incorporation. ARTICLE I The name of the corporation shall be Minnesota Science Fiction Society. ARTICLE II A. The permanent objects and purposes for which the Cor- poration is established are exclusively educational, literary and charitable, and in furtherance of such purposes and for no other purpose and in compliance with the meaning set forth in Sec- tion 501(c)(3) of the Internal Revenue Code. B. The purpose of this corporation shall be to promote science fiction in all forms of speculative, literary or artistic expression, which lead to the enhancement of either science fiction or related fields and to plan, design, arrange or sponsor the development of social and physical environments for the advocates of science fic- tion and its related speculative literatures. Said environments include provisions for meetings, conventions and lectures, as well as facilities for the storage and operation of equipment for the organization, reproduction and distribution of any media of artis- tic expression used for promoting science fiction or its related speculative literatures. The corporation shall have all powers permitted by law consis- tent with the foregoing purposes, including, but not limited to. the power to acquire and receive funds and property of every kind and nature whatsoever whether by gift or purchase, and to own, hold, invest, expend, make gifts and contributions of, and to convey. transfer and dispose of, any funds, property and the income there- from for the furtherance of the purposes of the corporation, and to lease, mortgage, encumber, invest and use the same. No part of the property or the income of the corporation shall be used for the purpose of carrying on propaganda or otherwise attempting to influence legislation, and in no event shall the cor- poration participate in, or interven [sic, "intervene" in the official copy] in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office. ARTICLE III The corporation does not and will not afford pecuniary gain, incidentally or otherwise to its members. No part of the property or the income of the corporation or any other pecuniary gain or profit shall inure to any member of the corporation except that reasonable compensation may be paid for services rendered to or for the corporation. The corporation shall not lend any of its assets to an officer, director or member of the corporation nor guarantee to any other person the payment of a loan by an officer, director or member of the corporation. ARTICLE IV In the event of dissolution of the corporation, all of its assets shall be disposed of according to the provisions of Minne- sota Statutes 317.57(5) for exclusively charitable, literary and educational purposes, or an one or more of them, within the meaning of Section 501(c)(3 of the Internal Revenue Code. In the event of dissolution, none of the assets shall be transferred to or in any respect whatsoever inure to or for the benefit of any member of the corporation. ARTICLE V The period of duration of the corporation shall be perpetual. ARTICLE VI The registered office of the corporation in Minnesota shall be located in Minneapolis, Minnesota. ARTICLE VII The names and addresses of the incorporators, each of whom is a natural person of full age. are: ((names and addresses of incorporators follow. ...)) [same list as the signatures below] ARTICLE VIII The Board of Directors shall consist of from three (3) to nine (9) persons. Except as provided in this Article the election, qualifications and terms of directors shall be as provided in the By-Laws. The first Board of Directors shall consist of the fol- lowing three (3) persons, each of whom shall serve until the first annual meeting of the members: ((names and addresses of Frank E. Stodolka, Brian Torah, and Robert A. Schmelzer. ...)) ARTICLE IX The members of the corporation shall be any sentient beings or other persons who meet the qualifications established in the By-Laws of the corporation. Rules governing membership, including admission, retention, suspension, and expulsion, shall be as set forth in the By-Laws of the corporation in conformity with Minne- sota Statutes Section 317.25. ARTICLE X The corporation shall have no capital stock. ARTICLE XI The members, directors and officers of this corporation shall not be personally liable for the obligations of the corporation. ARTICLE XII These Articles may be amended in any manner now or hereafter prescribed by Minnesota Statutes governing non-profit corporations. However, notwithstanding anything to the contrary in this Article. no change of the objects and purposes set forth in Article TI shall be permitted at any time. IN WITNESS WHEREOF, we have executed these Articles this 17th day of February, 1972. In the Presence of: ((signatures of Jacquelyn A. Kemper, Ruth Otley, Frank Edward Stodolka, Carol Marie Stodolka, Dennis Kieth Lien, Michael Clyde Manion, Linda Lounsbury, Gregg C. Lien, Beverly Swanson, Louie Spooner, Anthony G. Tollin, Gerald Wassenaar, Mary Lynn Himmelbach, Robert A. Schmelzer, George Stuart Cole, Stephen Wilfred Hey, Richard O. Tatge, Margart [sic] Lessinger, James M. Young, Mary T. Merlin, William Merlin, Charles P. Holst, Jerry H. Stearns, Michael L. Wood, Lynn H. Torline, Donald Bailey, Timothy Mastrude, Donald O. Nelson, Tom Brosz, Florence R. MacNeill, Ruth Berman, Carole Lynne Ashmore Emberly [spelled "Emberley" in the official copy], Nathan A. Bucklin, Caryl D. Bucklin, Gordon R. Dickson, Virginia L. Saari, Jeffrey N. Appelbaum, Patrick Worthington, Thomas Warren Swierczek. ...)) ((then follows Notary Public Ruth Otley's seal and affirmation in witness of the signing of the papers by the above-listed persons. ...)) ((then follows a memorandum of the filing of the instrument with the office of the Secretary of State of Minnesota. ...)) BY-LAWS OF MINNESOTA SCIENCE FICTION SOCIETY 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, sex, creed, color or planet of origin. If she, he or it attends a meeting, they are a member. b) All references to persons in this and following Articles shall mean sentient beings and other persons. 2. Membership shall be divided into two classes, voting members and participating 'members, which classes are defined as follows: a) Voting member shall mean any person who attends in excess of six (6) meetings, has requested membership and has given his name and address to the secretary. b) Participating members shall mean any other persons. 3. The rights of membership are subject to payment of annual or special dues which 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 finan- cial result of all operations and transactions affecting income and surplus during its last annual accounting period and to re- quest a balance sheet containing a summary of assets and liabilities as of the closing date of such accounting period. 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 the members who have a right to vote one-fourth of all the votes of the entire membership. 3. Notice of any meeting shall be given to the voting mem- bers by the Secretary. Notice may be given to the members either personally or by sending a copy of the notice through the mail. postage thereon fully prepaid, to his address appearing on the books of the Society. Each member shall register his address with the Secretary, and notice of meetings shall be mailed to him at such address. Notice of any meeting, regular or special, shall be mailed 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. III. BOARD OF DIRECTORS 1. The management and affairs of the Society shall be governed by a board of not less than three (3) nor more than nine (9) directors (provided that the number of directors shall always be an odd number). Directors may be either voting or participating members of the Society. The members, at their annual meeting, shall determine the number of elect directors for the ensuing' year. The number of directors may be changed by amendment of these By-Laws. 2. Vacancies on the board of directors shall be filled by a majority of the remaining directors. Any such person appointed as director shall hold office until his successor is elected by the members who may make such election at the next annual meeting of the members, or at any special meeting duly called for that purpose. 3. The board of directors of this Society shall have the general management of its affairs and shall elect all officers of this Society. In addition to the powers and authorities by these By-Laws especially conferred upon it, the board of directors may exercise all of such powers of the Society and do all such lawful acts and things as are not by statute or by the Articles of Incor- poration of this Society or by these By-Laws directed or required to be exercised or done by the members. 4. The board of directors may 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 appoint. 5. The annual meeting of the board of directors for the election of officers for the ensuing year and for such other busi- ness as may properly come before it shall be held each year imme- diately following the annual meeting of the members of the Society held on such day; or at such other time as may be set by the mem- bers at the time of election. 6. 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. Special meetings shall be called by the president or secretary in like manner and on like notice on the written re- quest of any two directors. 7. Any director may in writing either before or after the meeting, waive notice thereof; and without notice any director by his 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. 8. Any action which might be taken at a meeting of the board of directors may be taken without a meeting if done in writing signed by all the directors. 9. At all meetings of the board of directors, a quorum sufficient for the transaction of business shall consist of a majority of the directors. If, however, such quorum shall not be present at any such meeting, the director or directors present thereat shall power to adjourn the meeting from day to day without notice other than announcement at the meeting, until a quorum shall be present. 10. The board of directors may appoint an executive com- mittee consisting of any three directors. The executive committee shall exercise all the powers of the board of directors between the meetings of said board, except that it shall not have the power to fill vacancies in its own membership, power to fill such vacancies being vested in the board of directors. The executive committee shall meet at stated times or on notice to all by any one of their own members. It shall fix its own rules of procedure. A majority shall constitute a quorum but the affirmative vote of a majority of the whole committee shall be necessary in every case. The executive committee shall keep regu- lar minutes of its proceedings and report the same to the board of directors. IV. OFFICERS 1. The officers of the Society shall be chosen by the directors and shall be a president, one or more vice-presidents, a secretary, a treasurer, 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 speci- fically provided for herein. Officers, other than the president, 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 shall be elected and hold their respective offices until the next succeeding annual meeting of the members of the Society and thereafter until their successors shall have been elected and shall have qualified, 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, disqualification, 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 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 all vacancies in any office of this Society, the person so elected 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; he shall preside at all meetings of the members and directors; he shall have general active management of the business of the Society, under the the [sic, only one in the official version] supervision and direction of the board of directors and shall see that all orders and resolutions of the board are carried into effect. He shall execute all con- tracts or instruments of the Society and 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. In case of the death, disqualification, absence or in- capacity of the president, the senior vice-president, that is the vice-president first elected or appointed to the then existing term of office, 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. In case of the death, disqualification, absence or incapacity of the presi- dent and the senior vice-president, then the next vice-president shall have all of the powers and perform all of the duties of the president, and at other times when specifically authorized by the board of directors, 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 secretary shall attend all meetings of the board of directors and of the members and record all votes and the minutes of all proceedings of the board of directors and of the members in a book to be kept for that purpose, and he shall give, or cause to be given, notice of all meetings of the members and of the board of directors, and shall perform such other duties as may from time to time be prescribed by the board of directors or by the president, under whose supervision he shall be. 5. The assistant secretary, if one be elected, shall have such powers and perform such duties of the secretary as may be prescribed from time to time by the board of directors. 6. The treasurer shall have the care and custody of the Society funds and securities and shall disburse the funds of the Society as may be ordered from time to time by the board of direc- tors. He 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 from time to time 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, he shall make, execute and endorse all checks and other commercial paper on behalf of the Society. He shall report the financial con- dition of the Society at the annual meeting of the members in each year and at all other times when requested by the board of direc- tors and shall perform such other duties as may be prescribed by the board of directors. 7. The assistant treasurer, if one be elected, shall have such powers and perform such duties of the treasurer as may be pre- scribed from time to time by the board of directors. V. CHECKS, ETC. All checks, promissory notes and other commercial paper and all other contracts necessary or proper to be executed in the busi- ness 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. VI. FISCAL YEAR The fiscal year of the Society shall be the calendar year. VII. 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 he is or was a director, officer or agent of the Society, or is or was serving at the request of the Society in such capacity. Such indemnification shall be to the extent authorised by The Minnesota Non Profit Corporation Act. VIII. AMENDMENTS These by-laws may be altered or amended by the board of di- rectors to the full extent permitted by law and such by-laws may also be altered or repealed by the shareholders of this Society. - - - - - - We, the undersigned, Directors of Minnesota Science Fiction Society, do hereby certify that the foregoing By-Laws consisting of Articles I through VIII are the by-laws adopted for said Society at the first meeting of Directors held on the 23rd day of February, 1972. [official copy additionally says "Dated 2/23/72"] ((signatures of Stodolka, Toren, Schmelzer. ...)) ADDITIONS TO THE BY-LAWS OF MINNESOTA SCIENCE FICTION SOCIETY IX. Minn-STF shall hold combined board and officers meetings, with board members retaining sole voting rights. X. Resolutions of the board of directors shall be published within three months of passage in Rune; until such publication, said resolutions shall be posted on the Minn-STF bulletin board. XI. Officers are authorized to define any generally announced open meeting as an official Minn-STF meeting for the purpose of fulfilling voting privileges of Members. ((IX-XI effective as of January 12, 1974 -- see RUNE 39. page 8)) [According to RUNE 39, IX-XI had been passed, then published in RUNE 33, but too late to be made official, so were re-passed and then re-published. The following ones, on the other hand, got through in one try.] XII. In the absence of a recommendation from the previous Minicon chairperson(s), or in case of death, disability, or dis- appearance of the Minicon chairperson(s), the Board of Directors has the right and duty to recognize a replacement or replacements. XIII. The Minicon chairperson(s) are invited to attend as non-voting members at all Board of Directors meetings. XIV. The Board of Directors can approve and promulgate censure and removal from office of any Minicon chairperson(s) or Minicon Committeeperson(s), with the approval of a general meeting announced in advance, of the Minnesota Science Fiction Society; by simple majority of attending members of that Society who have attended at least one general meeting six months or more preceding said general meeting. [The preceding paragraph was amended in pen to instead read: "XIV. The Board of Directors can approve and promulgate censure and removal from office of any convention chairperson(s) or Committeeperson(s), with the approval of a general meeting announced in advance, of the convention committee; by simple majority of members of that committee who have attended at least one general meeting six months or more preceding said general meeting of that committee." However, the version printed in RUNE 39 is as-typed, so the as-penned version seems to have gone nowhere. The following paragraphs are *not* marked up.] XV. The Board of Directors, with and only with the unanimous vote of the full Board, shall have the power to dismiss a motion for removal of any Minicon chairperson(s) or of any Minicon Com- mitteeperson(s) as spurious if the motion is clearly brought for reasons of personal disagreement or personal gain. Abstention in this case shall not be counted as dissent. XVI. An open Minicon meeting, previously announced at a general Minnesota Science Fiction Society meeting, and open to all people interested in working on or with the Minicon committee, shall be held at least ten months prior to the convention, when possible, or in other events as soon as possible prior to the convention. The major purpose of this meeting will be to select titled committee members. An official announcement of titled committee membership will be made within two weeks following this meeting. Additions and changes to said committee membership may be subsequently made by the Minicon chairperson(s). XVII. Minicon chairperson(s) will state at the beginning of each Minicon committee meeting whether or not the meeting shall be conducted according to Robert's Rules of Order or by an alternative method. ((XII-XVII effective as of publication in RUNE 39; circa August, 1974)) ===================== end transcription =====================