|
1. Organization
a. The
General Membership, which is made up of all people who have purchased an
annual membership or have been granted a membership for providing valuable
service to the Corporation.
b.
Keepers of Valuable Knowledge, who are people appointed by the Board and
serve at the Board's discretion or until they notify the Board in writing of
their resignation. All Keepers are answerable directly to the Board and may
not act for the Corporation except at the direction of the Board. The
Keepers are members who have provided valuable service to the corporation in
the past and are charged with providing guidance/direction/experience to
other corporate members as requested.
c. The
Convention Staff:
i. The annual ad-hoc Convention Committee (Con Com), which is headed
by a Convention Chair (Con Chair) who is chosen by the Board and serves at
the Board's discretion until their assigned convention is complete and has
closed its books or they notify the Board of their resignation in writing.
The rest of the committee is appointed by the Con Chair and serves at the
Con Chair's discretion, with responsibilities determined by the Con Chair,
until their assigned convention is complete or they notify the Con Chair of
their resignation.
ii. The annual ad-hoc Convention Committee In Waiting (Con Com in
Waiting), which is headed by a Convention Chair (Chair Apparent) who is
chosen by the Board and serves at the Board's discretion until their
assigned convention is complete and has closed its books or they notify the
Board of their resignation in writing. The rest of the committee is
appointed by the Chair Apparent and serve at the Chair Apparent's
discretion, with responsibilities determined by the Chair Apparent, until
their assigned convention is complete or they notify the Chair Apparent of
their resignation.
d. The
Corporate Staff, which is made up of people appointed by the Board and
who serve 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 for each Corporate staff position. All Corporate
Staff are answerable directly to the Board and may not act for the
Corporation except at the direction of the Board or in the execution of
their explicitly granted powers. The Corporate Staff is made up of the
following positions:
i. The Corporate Archivist, who is responsible for maintaining
records of corporate activities, meetings and events in as public a manner
as practical.
ii. The Minister for Community Outreach, who is responsible for
defining and executing plans to enhance the community; researching the
interests and goals of the community; assisting with the growth of Fen
within the community; aiding Fen in getting connected with corporate
resources and advancing through the corporate structure.
iii. The Supreme Minister of Fun, who is responsible for gauging the
effectiveness of all aspects of the Corporation and providing an annual
report to the Board as well as providing any ad-hoc notifications/kudos they
deem necessary. Also acts as Ombudsman between the Board of Directors and
the General Membership.
iv. The IT Director, who is responsible for acquiring, managing and
maintaining the IT needs of the Corporation.
v. The Facilities Coordinator, who is responsible for continuity of
relationship with the hotel or other facilities, including contract
negotiations, and providing historical knowledge to the Con Com Hotel
Liaison.
e. The
Board of Directors, as defined in the Bylaws.
TOP
2. Rules of Conduct
a.
Regarding the whole Corporation
i. This is a volunteer and not-for profit organization. As such, no cash
compensation for work done for the Corporation will be permitted beyond the
granting of a standard membership. However, in recognition for the amount of
additional effort placed into the Convention over the course of the year,
the Con Chair may provide an additional gift or memento to all members of
the Con Com, provided that the value of this gift does not exceed
seventy-five dollars ($75) per Con Com member.
ii. No membership reimbursements may exceed the value of a standard
membership or the amount actually spent by the member to purchase a
membership.
iii. The Corporation and the Convention exist for the improvement and
enjoyment of the community. Any actions that endanger those goals are
prohibited and can result in the removal of the offender's membership and/or
exclusion from future events.
iv. Memberships to the Corporation are transferable at the discretion of the
Con Chair or their designated representative.
b.
Regarding the Board
i. All Board Members shall receive a minimum of two weeks notice for all
meetings, except in the case where an emergency meeting is required.
ii. Conduct of meetings:
(1) The
President presides over each Board meeting.
(2) The
election of the President of the Board shall be the first business of the
Con Year for each new Board.
(3) The votes
to retain and/or select the Secretary and Treasurer will be the second
business of the Con Year for each new Board.
(4) The
proceedings of all Board meetings must be documented.
(5) The agenda
of each Board meeting (which is to be set and published to all those invited
to attend at least three (3) days before the meeting) is set by the
President except:
(a) The
agenda shall include a Treasurer's Report detailing the Corporate/Convention
finances and a Con Chair's Report detailing purchased memberships/projected
membership.
(b) Any Board
member may add items to the agenda. The order of the added items within the
published agenda is at the discretion of the President.
(c)
The Supreme Minister of Fun may add items to the agenda. The order of the added items within
the published agenda is at the discretion of the President.
(d) Any
Corporate Staff member may request an item be added to the agenda provided
they announce this to the President no later than two (2) days before the
meeting.
(6) The first
vote of every meeting will be to adopt rules of order for the meeting. If
rules of order can not be agreed upon, the current edition of Robert's
Rules of Order Newly Revised shall be instituted by default.
(7) Any Keeper
or Corporate Staff may attend a Board Meeting, however their participation
is limited to adding input only when recognized by the President. They may
be removed from a Board meeting at the discretion of the President, with the
exception of the Supreme Minister of Fun, who may only be removed from the
meeting by a majority vote.
iii. To be eligible for election to the Board a candidate must meet the
following conditions:
(1) Be a
member of the Corporation at the time that the election is held.
(2) Served as
a member of a Convention Committee or have provided significant service to
the Convention/Corporation.
(3) May not
concurrently hold a position equivalent to Board Member or Con Chair of a
similar Science Fiction Corporation or Convention.
(4) May not
have served in an elected or appointed capacity on the Board of Directors
during the current Con Year.
(5) Have their
candidacy ratified by a majority vote of the current Board of Directors.
(a) If a
prospective candidate believes that they have not received due consideration
from the Board of Directors, they may appeal to the Supreme Minister of Fun
for reconsideration. If the Supreme Minister of Fun determines that the
candidate should be reconsidered, a second vote shall be called. This second
vote will require a supermajority to disqualify a candidate.
iv. Election Process:
(1) Annually,
the Board of Directors shall send out a notification to the General
Membership describing the eligibility requirements, and requesting
interested parties to declare their intent to run for the Board, by
responding with their qualifications and any other pertinent information.
This notification can be via mass mailing, Corporate/Convention websites,
and/or email. Dates and timeframes for notification and responses are to be
determined by the Board of Directors.
(2) The Board
of Directors shall review all candidates and determine eligibility based on
the requirements as stated in the eligibility rules.
(3) The Board
of Directors shall respond to all candidates stating whether they have been
approved to be on the ballot or not.
(4) An
informational session shall be held during the Convention prior to the open
Board meeting, to allow candidates to discuss their qualifications and/or
agenda with the General Membership.
(5) The
election will take place at the open board meeting held during the
convention. Members attending the meeting will be allowed to vote for two
candidates from the slate of candidates appearing on the ballot.
v. Removal:
(1) Members of
the Board, the Con Chair, and the Chair Apparent may be removed if it is
determined that they are acting contrary to the best interests of the
Corporation. This determination can only be made by a Board vote.
(2) Upon
Removal of any Board Member, the Board shall appoint a replacement to serve
the remainder of that Member's term. All replacements shall need to fulfill
the same eligibility requirements as other members of the board.
(3) Upon
Removal of the Con Chair, Chair Apparent, Keeper or Corporate Staff, a
replacement shall be selected as soon as possible.
vi. Separation of Functions:
(1)
No one person shall simultaneously hold two voting positions on the Board of Directors
(Elected Board Member, Secretary, Treasurer, Convention Chair). In order to assume
the new function, the old function must be given up.
(2)
Elected members of the Board of Directors may serve as one of the named Corporate Staff
positions, except the position of The Supreme Minister of Fun.
(3)
The Supreme Minister of Fun and the Convention Chair may not hold any other position
on the Board of Directors or Corporate Staff.
(4)
The President of the Board of Directors may not serve as one of the Corporate Staff
positions.
c.
Regarding the Convention Committee and the conduct of the Convention:
i. The Convention is to be a four day event (Thursday through Sunday), held
in February. Alteration of these details are subject to approval by the
Board.
ii. The Con Chair will notify the Board of all full Con Com Meetings.
iii. The Con Chair will submit a preliminary budget at least twelve (12)
months before their convention or one (1) month after the closing of the
books of the immediately previous convention, whichever occurs later.
iv. The Con Chair will submit a final budget at least ten (10) months before
their convention or three (3) months after the closing of the books of the
immediately previous convention, whichever occurs later.
v. The purchase of an annual membership to the Corporation will grant the
holder access to the Convention.
vi. All memberships granted or reimbursed shall be charged to the
Convention's budget at the pre-registration rate.
vii. The Convention Committee will arrange space at the Convention (at a
time and location published in the Convention program book) for conducting
Corporation business including, but not limited to:
(1) The
holding of a Board meeting open to all Corporation members.
(2) Election
of two new Board members by the membership attending the meeting.
(3) The
holding of an informational session regarding all aspects of the Corporate
membership prior to the open board meeting.
(4) The
holding of a session to allow candidates for the Board of Directors to talk
with and answer questions from the General Membership prior to the open
board meeting.
(5) Any other
Corporation business deemed necessary by the Board or the Con Chair.
viii. All submissions for reimbursement against the Convention budget shall
be given no later than one month after the Convention or two weeks prior to
the end of the Con Year, whichever comes first. After this time, they are
only acceptable by approval of the Board.
ix. The face value of all memberships to the Corporation can be recommended
by the Con Chair, but need to be approved by the Board.
x. The Con Chair shall designate one of the Guests of Honor, for their
convention, as the Professional (Pro) Guest of Honor.
xi. All previous Pro Guests of Honor for the Convention shall be granted
complimentary memberships and hotel room for any years in which they desire
to attend the Convention.
xii. The program book for the Convention will include a listing of the Con
Com, Keepers of Valuable Knowledge, Corporate Staff, and Board of Directors
for that Con Year.
d.
Regarding the Convention Committee in Waiting:
i. The Chair Apparent will notify the Board of all full Con Com in Waiting
meetings.
ii. The Chair Apparent shall use their first Con Year of appointment to
invite and confirm guests as well as organize and put the convention
preparation in motion without interfering with the current Con Chair or Con
Com.
iii. The Chair Apparent will become the Con Chair and the Con Com in Waiting
will become the Con Com officially at the beginning of the Con Year in which
their assigned convention occurs.
e.
Regarding the Corporate Staff:
i. All Corporate Staff must provide the board with at least three reports of
their activities and accomplishments in regard to their position in each Con
Year.
TOP
3. Regulations
a.
Defined Powers - The following powers are granted to each position of
the Corporation. Any powers not explicitly granted are reserved for the
Board.
i. Treasurer
(1) Sign
checks for the Corporation at the discretion of the Board or the Con Chair.
(2) Open and
close bank accounts in a manner advantageous for the Corporation at the
direction of the Board.
(3) Deposit
and withdraw funds (including cash) at the direction of the Board or the Con
Chair.
(4) Shift
funds between corporate accounts.
(5) Complete
and submit accurate State and Federal forms for the Corporation.
(6) Serve on
all Con Coms during their tenure.
(7) Oversee
any other financial duties as required by the Board.
ii. Archivist
(1) Enter into
agreements and purchase services to help with the archiving and
dissemination of corporate records and materials, with Board approval.
(2) Oversee
any other duties as required by the Board.
iii. Minister of Community Outreach
(1) Develop
proposals to the Board for projects and/or expenditures of funds to enhance
the community.
(2)
Disseminate any blanket community enhancement funds authorized by the Board.
(3) Oversee
any other duties as required by the Board.
iv. Supreme Minister of Fun
(1) Attend any
Board or Con Com meeting.
(2) Interview
any member of the Corporation.
(3) Create
questionnaires for inclusion in corporate publications or for direct
mailing.
(4) Act as
Ombudsman between the Board of Directors and the General Membership.
(5)
Add items to the Agenda of any Board of Directors meeting.
(6) Oversee
any other duties as required by the Board.
v. IT Director
(1) Enter into
agreements for the Corporation relating to the IT infrastructure of the
Corporation and event.
(2) Oversee
Convention/Phandemonium website admin - Track passwords, names, permissions.
Works with Convention and Phandemonium webmasters to make sure any board
defined items/goals are met.
(3) Oversee
email admin- Maintain aliases, number of lists, and who goes on/off lists.
(4) Oversee
forums - Can access administrative permissions, ensures forums comply with
organization standards.
(5) Oversee
Convention attendee database - Maintain access and control over logins and
permissions. Know where backups are kept and what the recovery procedure is.
Oversee exportation of the database when desired by either the Con Chair or
the Board of Directors. Ensure that before/during and after the convention
the database is maintained in such a way that it is clean and up to date.
(6) Oversee
Dealer and Art Show databases - Ensure that backups of the databases are
made and kept by the IT manager at key intervals. When necessary, provide
interface assistance between databases.
(7) Oversee
retention of electronic documents and electronic archives - Coordinate with
the corporate archivist to retain a historical archive of speakers, Goat
Droppings, Meeting Minutes, etc.
(8) Oversee
any other IT duties as required by Board.
vi. Corporate Secretary
(1) Record the
proceedings of any corporate Board Meeting.
(2) Distribute
copies of the meeting minutes to all Board members.
(3) Summarize
minutes and deliver summarization to Board President for approval and
posting to as public a forum as practical.
(4) Oversee
any other duties as required by the Board.
vii. Facilities Coordinator
(1) Negotiate
and execute (after Board review) contracts related to the Hotel or other
facilities where the Corporation may hold its events.
(2) Act as
secondary contact should the Con Com Hotel Liaison be unavailable or that
position temporarily be unfilled.
(3) Oversee
any other duties as required by the Board.
viii. Convention Committee Chair (Con Chair)
(1) Sole
executive authority for the execution of the convention they are responsible
for, which includes but is not limited to:
(a) Choosing
the members of the Con Com for their Convention, with the exception of the
Treasurer.
(b) Detailing
all the particulars of the Convention as long as those particulars do not
break any existing corporate regulation or agreements. However, agreements
may be cancelled with Board approval.
(c) Firing
any member of their Con Com except the Treasurer.
(d) Arranging
for Convention Guests of Honor, including necessary airfare, transportation,
lodging, and attendance stipends.
(2) Sign
checks relating to their Convention expenses.
(3) Call a
Board meeting if something requiring immediate attention arises.
ix. Convention Committee Chair in Waiting (Chair Apparent)
(1) Sole
executive authority for the execution of the convention they are responsible
for, which includes but is not limited to:
(a) Choosing
the members of the Con Com for their Convention, with the exception of the
Treasurer.
(b) Detailing
all the particulars of the Convention as long as those particulars do not
break any existing corporate regulation or agreements.
(c) Firing
any member of their Con Com except the Treasurer.
(d) Arranging
for Convention Guests of Honor, including necessary airfare, transportation,
lodging, and attendance stipends.
(2) Request a
Board meeting if something requiring immediate attention arises.
b.
Restricted Powers - These are powers that are explicitly not granted:
i. No member of the Corporation may spend Corporation funds without a
budget that has been approved by the Board. This includes the expenditure of
any monies for the Convention. Any non-budgeted expenses must be brought
before the Board.
ii. The Con Chair and/or Chair Apparent can make no agreements for the
Corporation that extends beyond their Convention (either in scope or in
term) without the consent of the Board.
iii. The Con Chair may not increase the total budget of their Convention by
more than 10% of the last Board approved amount without getting the budget
re-approved.
iv. The Con Chair may not cut any approved departmental budget by more than
30% of the last Board approved amount for that department without getting
their budget re-approved.
v. No member of the Con Com may overspend his or her budget. Any excess
expenses over budget are the responsibility of the party incurring that
expense. It is under the discretion of the Board as to whether the over
expenditure will be covered.
vi. The Con Chair and/or Chair Apparent can not authorize the disbursement
of funds to any person that do not represent either reimbursement or pre
payment of approved budgetary expenditures. The Board does not have line
item change veto in the process of approving a Convention budget.
vii. The Board does not have the power to direct the Con Chair and/or Chair
Apparent to act in any manner concerning their Convention except to ensure
that regulations and agreements are upheld.
viii. The Board does not have the power to remove or change any Con Com or
Con Com in Waiting appointments except to rescind the appointment of the Con
Chair or Chair Apparent.
ix. The Board cannot make agreements for the Convention, except in cases of
making agreements that span multiple years. Multiple year agreements that
affect the Convention in the current Con Year must have the approval of the
current Con Chair.
TOP
|
