Bylaws

Bylaws of the Seattle Westercon Organizing Committee as amended October 1998

Article I. Name and purpose

Section 1. The name of this organization shall be the Seattle Westercon Organizing Committee.

Section 2. The Seattle Westercon Organizing Committee (hereafter referred to as the Committee or SWOC) is organized exclusively for charitable, educational and literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Service Code of 1986, as amended.

Section 3. The purpose of the Committee shall be to make all arrangements necessary for the selection of the Seattle area as the site for the West Coast Science Fantasy Conference (hereafter referred to as Westercon) pursuant to the procedures outlined in the bylaws of Westercon, as well s to make all arrangements necessary for the effective execution of Westercon as a forum for the discussion and appreciation of science fiction and fantasy art, literature and related topics through the congregation of fans, lectures, films, exhibitions and similar activities. SWOC may also engage in other activities at the discretion of its membership as long as those activities do no preclude the primary purpose of SWOC and fall within the restrictions of SWOC’s status as a literary, charitable and educational organization.

Article II. Board of Directors

Section 1. The governing authority and responsibility for the Committee shall be vested in a Board of Directors, which shall be comprised of seven persons elected from the membership of SWOC.

Section 2. The Board of Directors shall be responsible for the following:

A. Administration and supervision of all financial, operational and internal affairs concerning the Committee

B. Meet no less than quarterly to review the internal affairs of the Convention, set policy and provide guidance to the Convention Chairman on all subjects as required or requested.

C. Conduct business on behalf of the Committee.

Section 3. Officers of the Board of Directors shall be as follows: Chairman, Vice-Chairman, Treasurer, and Secretary. All offices shall be filled by vote of the Board of Directors. These offices shall be considered the Executive Committee. Other offices may be created or eliminated by a majority vote of the Board, but the executive Committee may only be altered by an amendment to this document. The term of office for all directors shall be two years from the date of election.

Section 4. The Directors of the Committee must be elected by a vote of the Committee. The positions to be filled shall be filled by the top vote-getters equal to the number of positions available. In the event of a tie, the chair of the meeting shall cast the deciding vote. All elections must be ratified by the Committee to be official. All electees shall take office immediately upon ratification of the election.

Article III. Duties of Officers

Section 1. The duties of the Chairman of the Board of Directors shall include, but not be limited to the following:

A. Arrange agendas for and preside over each meeting of the Board of Directors and the Committee.

B. Be responsible for the effective execution of the decisions of the Board of Directors and the Committee.

C. Supervise the activities of other officers on the Board of Directors as well as the Convention Chairman.

D. Act as Spokesman for the Board of Directors

Section 2. The duties of the Vice-Chairman of the Board of Directors shall include, but not be limited to the following:

A. Act as Chairman in the Chairman’s absence.

B. Supervise the activities of committees created by the Committee and the Board.

C. Prepare and present a report on subcommittee activities at each Committee meeting.

Section 3. The duties of the Treasurer of the Board of Directors shall include, but not be limited to the following:

A. Supervise the financial activities of the Board of Directors.

B. Prepare and present a financial report at each meeting of the Committee.

C. Prepare budget reports for publication as necessary.

Section 4. The duties of the Secretary of the Board of Directors shall include, but not be limited to the following:

A. Take minutes at each meeting of the Committee.

B. Present the minutes of each meeting at the following meeting for acceptance.

C. Oversee publication and distribution of all official Board of Directors’ publications.

Section 5. Other duties may be assigned, as needed, by majority vote of the Committee.

Article IV. Meetings

Section 1. Meetings of the Board of Directors may be called at the discretion of the Chairman, or by the Vice-Chairman if acting in the absence of the Chairman. If both the Chairman and the Vice Chairman are incapacitated or otherwise unavailable, a meeting may be called by a petition of no less than one-half of the voting members of the Committee.

Section 2. A quorum of no fewer than four (4) voting members of the Board of Directors must be present at any Board meeting for business conducted at that meeting to be considered official.

Section 3. Rules of procedures shall be determined by the chair of the meeting.

Section 4. Voting members should be notified no less than seven (7) days prior to each Committee meeting.

Section 5. The Chair of a Committee my not make a motion, second a motion, or vote, except in the case of a tie. The Chair may, however, nominate or second the nomination of individuals for offices.

Section 6. Emergency meetings of the Board o Directors may be called by the Chairman with less than seven (7) days notice and a reduced quorum of three (3) voting members. Business conducted at an emergency meeting shall be considered official subject to review by the Committee at the next regular meeting.

Section 7. A quorum of no fewer than ten (10) voting members of the Committee – of which at least two must be voting members of the Board of Directors, one of whom must be an officer of the Board of Directors – must be present at an Committee meeting for business conducted at that meeting to be considered official.

Article V. Committee Structure

Section 1. The Committee shall consist of two types of members: advising and voting, to be defined as follows.

A. Advising members of the Committee shall be those individuals who have attended at least one (1) Committee meeting or event sponsored by SWOC in the prior two (2) year period. Advising members may consult in matters of policy and procedure. Advising members cannot vote. Advising members may not be entitled to all mailings and promotions offered by the Committee.

B. Voting members shall be those individuals who have attended at least two (2) Committee meetings in the prior two (2) year period. Voting members must also be appointed by a majority vote of the Committee. If needed, this votewill take place at the end of each Committee meeting.

C. Voting members must be members of all events administered by the Committee.

D. An advising or voting member of the Committee, who has not attended a Committee meeting in the prior two (2) years, automatically loses their membership in the Committee.

Article VI. Convention Structure

Section 1. Complete authority to plan and execute events administered by the Committee shall be vested in a single individual to be known as the Convention Chairman.

Section 2. The Convention Chairman shall be selected and ratified by, and report to, the Board of Directors.

Section 3. The Convention Chairman shall have complete authority to create and eliminate positions and offices as regard to his/her event, as well as authority to recruit, hire and fire all personnel except those that have signatory authority to the Convention or the Committee. Such positions may only be hired/fired subject to review by the Board of Directors.

Article VII Indemnification and Liability

Section 1. To the fullest extent permitted by the Washington Nonprofit Corporation Act, the corporation shall indemnify any person who is or was a party or is threatened to be made a party to any threatened, pending or completed criminal, civil, administrative or investigative action, suit or proceeding (whether brought by or in the right of the corporation or otherwise) by reason of the fact that he she is or was a director or officer of the corporation, or is or was serving at the request of the corporation, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonable incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest to the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful, except that no indemnification shall be adjudged in such action, suit or proceeding o be liable for negligence or misconduct in the performance of his or her duty to the corporation.

Article VIII. Removal of Directors and Convention Personnel

Section 1. Directors may be removed from office for cause by a two-thirds vote of the Board of Directors. Notice of such proposed removal must be given to the person whose removal is sought at least seven (7) days prior to the meeting at which the removal is to be voted on. Vacancies created by removal, resignation, death or disability shall be filed in accordance with these bylaws.

Article IX. Amendments, Adoption and Supersession

Section 1. Amendments to these bylaws may be made by a two-thirds majority vote at two successive meetings of the Committee.

Section 2. These bylaws shall be considered adopted upon a two-thirds majority vote at two successive meetings of the Committee and the unanimous approval of the Board of Directors.

Section 3. These bylaws may be superseded by a two-thirds majority vote at two successive meetings of the Committee and the unanimous approval of the Board of Directors.