1.
Purpose – This Educational Illinois Not-For-Profit Corporation exists
to hold an annual regional Science-Fiction Convention (Capricon); to promote
Science Fiction as a literary genre; to promote the Fannish community in the
Chicago region; and to ensure the convention maintains reasonable financial
goals.
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2.
Nonprofit Organization Intent
a.
Inurement of Income. – No part of the net earning of the Corporation
shall inure to the benefit of, or to be distributed to, its members,
trustees, officers or other private persons except that the Corporation
shall be authorized and empowered to pay reasonable compensation for
services rendered.
b.
Legislative or Political Activities.- No substantial part of the
activities of the Corporation shall be the carrying on of propaganda or
otherwise attempting to influence legislation and the Corporation shall not
participate in or intervene (including the publishing or distribution of
statements) in any political campaign on behalf of any candidate for public
office.
c.
Operational Limitations. – Not withstanding any other provisions of the
articles, the Corporation shall not carry on any other activities not
permitted to be carried on (a) by a Corporation exempt from Federal Income
Tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law) or
(b) by a Corporation, contributions to which are deductible under section
170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United States Internal Revenue Law)
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3.
Procedure for Amendment to the Bylaws – The Board of Directors
reserves the right to add to, delete, or modify any clause of the Statement
of Purpose, Definitions, Organization, or Regulation sections of these
articles in accordance with the best interests of the Corporation.
The Board of Directors does not have the right to add to,
delete, or modify any clause of the Statement of Nonprofit Organization
Intent, Procedure for Amendment to the Bylaws, or Procedure for Dissolution
sections of these articles except to maintain or clarify compliance with
section 501(c) (3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law)
with which compliance is necessary to maintain tax-exempt status.
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4.
Procedure for Dissolution – Upon the dissolution or liquidation of
the Corporation, whether the same be voluntary or involuntary, or upon any
distribution whatever of the assets or property, no member, director or
officer of the Corporation will be entitled to or receive any part of the
assets or property of the Corporation (other than as reasonable compensation
for services actually rendered). Upon any such dissolution or liquidation of
the Corporation, all of the assets and property of the Corporation remaining
after payment of all of its liabilities shall be disposed of by being
transferred to such other charitable, religious, scientific, literary, or
educational organization or organizations which are then exempt under
Section 501(c)(3) of the Code, and which are devoted to aims similar or
substantially similar to those of the Corporation in such manner and as may
be determined by the board of directors.
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5.
Terms and Definitions
a. Fiscal
Year – The fiscal year for the Corporation begins April 1st and
ends on March 31st.
b. Con Year
– The Con Year runs from the beginning of the First fiscal quarter (April 1st)
through the end of the last quarter (March 31st).
c.
Fen/Fan/Fandom – Members of the science fiction & fantasy fan communities.
d.
Policies & Procedures Document –
This is a companion document to these Bylaws. The Policies & Procedures
document contains detailed specifics regarding the operation of the
Corporation and the Convention. The two documents together (Bylaws and
Policies & Procedures), establish the framework for the operation of the
Corporation.
e.
Standard Membership – A full membership to the Corporation. The cost is set
annually and is equivalent to the at-the-door registration price for the
full weekend of the Convention.
f.
Membership Year – The Membership Year runs from the Thursday of the current
Convention to the Wednesday prior to the following Convention.
g. Quorum
– The Quorum for meetings shall be a majority of the members of the Board of
Directors.
h.
Majority/Supermajority – The number of votes necessary to determine majority
or supermajority (3/4) will be based on the number of Board Members
physically present for a meeting of the Board of Directors.
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6.
Organization – The Corporation is made up of the following segments,
as defined in the Policies & Procedures document:
a. The
General Membership
b. Keepers
of Valuable Knowledge
c. The
Convention Staff
d. The
Corporate Staff
e. The
Board of Directors, which is made up of nine people as follows:
i. The
Elected Board Members, who are elected by the general membership. The six
elected members each serve a three year term, with their terms staggered so
that two members are elected each year.
(1) The Board
is led by a President who is one of the six members elected by the general
membership. The President of the Board is elected by the Board and serves a
one year term beginning at the start of the Con Year.
ii. The
Treasurer of the Corporation, who is chosen by the Board and serves at the
Board’s discretion or until they notify the Board in writing of their
resignation. At the start of each Con Year, the Board will have a vote of
confidence to retain the Treasurer or appoint a new Treasurer. The Treasurer
is responsible for maintaining bank accounts, filing and/or maintaining
State and Federal forms relating to maintaining the Corporation in good
standing, filing annual financial statements to the Board and the State,
monitoring expenditures vs. budgets, and maintaining financial records for
the period required by State and Federal regulations. Should the office of
Treasurer become vacant, the Board shall immediately select a sitting member
to fulfill the duties of Treasurer until a new one can be appointed.
iii. The
Secretary of the Corporation, who is chosen by the Board and serves at the
Board’s discretion or until they notify the Board in writing of their
resignation. At the start of each Con Year, the Board will have a vote of
confidence to retain the Secretary or appoint a new Secretary. The Secretary
is responsible for taking all meeting minutes and making sure that all Board
members and Corporate Staff receive copies as well as summarizing them and
sending them to the Board President for approval and posting in as public a
manner as practical. Should the office of Secretary become vacant, the Board
shall immediately select a sitting member to fulfill the duties of Secretary
until a new one can be appointed.
iv. The
Convention Chair (Con Chair) for the convention being held in the current
Con Year, who is chosen by the Board and serves at the Board’s discretion or
until they notify the Board in writing of their resignation. The Chair is
the executive responsible for the complete operations of the convention.
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7.
Regulations
a.
Eligibility – Anyone is eligible to be a member of the Corporation. To serve
as a member of the Board of Directors, additional eligibility criteria must
be met as defined in the Policies &
Procedures Document.
b.
Regarding the Board:
i.
Meetings
(1) The annual
open meeting of the Board of Directors shall be held at the Convention, at a
time and location published in the Convention program book.
(2) The Board
shall hold at least three (3) meetings per year, in addition to any meetings
held at the Convention, one of which will be held on or about November 15th.
The major business for that meeting is the selection of a Con Chair to fill
the next open Con Chair position.
(3) All
meetings shall be called by either the President or any agreeing majority of
the members of the Board of Directors, and must follow notification
procedures as outlined in the Policies &
Procedures Document.
ii. Votes
(1) Unless
otherwise stated, all votes are simple majority, except any vote to amend or
alter the Corporation Bylaws, which requires a supermajority.
(2) Board
Members must be physically present for the meeting in order to cast a vote.
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