Revision History
In March, 1991, the most-current known paper copy of the SFSFC Bylaws was scanned and edited into WordPerfect 5.x format by Ben Miller. The WordPerfect document was converted into Wang WP Plus format by Kevin Standlee using Wang’s InfoSharer program. Kevin then prepared the first comprehensive revision (see below), using “redlining” style to indicate changes. Article, section, and subsection numbers were indicated by using “paragraph” style on the article and section headings and on a single space at the beginning of each subsection. In WP Plus, using “paragraph” style allows for automatic numbering of sections. The resulting document was then printed on a Wang LCS-15 laser printer (a variant on the Ricoh 1015).
April 6, 1991: Comprehensive revision. Major purpose of revision was to separate the offices of Secretary and Treasurer. Other notable changes: allowed the principle office to be anywhere in the San Francisco Bay Area instead of only San Francisco County; added provision to allow for election by unanimous consent if there is only one candidate for an office or directorate; modified the method of calling special meetings; explicitly authorized and codified rules for proxy voting; created the Standing Worldcon Operating Committee as a Standing committee instead of a normal ad hoc committee; added “sunset” provision for the discharge of non-standing committees; modified procedures for amendment of bylaws and articles of incorporation; modified fiscal year to end at end of June instead of December.
June 24, 1991: Resolutions 1991-21 and 1991-24, both being actions taken by unanimous written consent without meeting, are certified effective by SFSFC Secretary. 1991-21 adopts Robert’s Rules of Order, Newly Revised as parliamentary authority. 1991-24 adds article 4.14, which provides for transaction of business when there are large numbers of vacancies on the Board of Directors.
September 24, 1991: Kevin Standlee transferred the WP Plus document from the Wang minicomputer to his personal Macintosh, by way of Wang InfoSharer and a pass through CompuServe. The document was reformated using Microsoft Word and additional commentary (indicated by italics) was added.
October 5, 1991: At the semi-annual regular meeting of the Board of Directors, two amendments were adopted. One allowed notices of meetings to be delivered by fax machine or in person in addition to the existing methods of by mail, telephone, or telegraph. (The Secretary pointed out, in answer to a parliamentary inquiry, that if the director does not have a registered fax number on file with the Secretary, then a valid notice cannot be sent to that director via fax machine. The second amendment changed all of the references to specific number of directors needed to adopt motions (8 votes to amend bylaws, 9 to amend articles, 6 to have a quorum, etc.) to percentages of the membership of the board (2/3 vote to amend bylaws, 3/4 vote to amend articles of incorporation, a majority of the board to have a quorum, etc.). The reason stated for the motion was to allow greater freedom of altering the size of the board without having to amend a large number of specific references.
April 4, 1992: At the semi-annual meeting of the Board of Directors, two amendments were adopted. The first added "doing what 501(c)(3) corporations can do" to the list of corporate purposes, and the second allowed the President to specify a date and time other than 1 PM on the first Saturday of April and October for semi-annual regular meetings.
April 25, 1993: A requirement that all directors be legal residents of California was repealed, although the requirement that all odd-numbered seats (in effect, a majority of the Board) be filled by Bay Area residents remained in place.
October 17, 1993: Standing Rule 1, establishing default procedures for appointments to standing committees, was adopted.
April 10, 1994: Article 6, regarding committees, was completely revised. Prior to this time, standing committees were defined only by constitutional amendment, and the only committee so defined was the Standing Worldcon Operating Committee (the ConFrancisco committee). The new text of Article 6 set up procedures for establishing and discharging standing committees and removed the SWOC definition from the Bylaws.
October 29, 1994: Major portions of Article 3 were amended, and other portions rearranged, in a revision that modified the structure of the Board. Prior to this, all eleven directors were elected to three year terms expiring at the same time, and a majority of the directors were required to maintain residence in the Bay Area. The residency requirement was relaxed to the point that directors who are Bay Area residents do not lose their seats if they move out of the Bay Area. The terms of the directors were staggered so that roughly one-third of them expire each year. The seat-numbering system, formerly used to enforce the residency requirements, was discarded. Terms of officers, formerly three years, were shortened to one year. Also, notice requirements for the semi-annual meeting were modified, and private delivery services such as Federal Express, DHL, and UPS were added to the allowable methods of delivering service.
April 20, 1996: Section 4.1 was amended to make the regular meeting months March, July, and November; they had previously been April and October.
July 13, 2002: Section 7.1 was amended to add a requirement that any contract exceeding $50,000 must be approved by the Board of Directors.
July 17, 2004: Added SR 2 to explicitly allow motions to be postponed definitely to the next regular meeting. This practice is not allowed by default under RONR because SFSFC meets less often than quarterly; however, it was common practice to postpone items anyway. This rule recognizes existing practice.
March 11, 2005: Minor formatting and style changes. Spelling corrections made to revision history. No changes to bylaw text.
March 17, 2007: Corporate office change.March 28, 2009: Created Director Emeritus (Section 3.14). Revised meeting notice requirements (Section 4.4) to make e-mail notice valid and to remove references to telegraph; this also overturned a parliamentary ruling of October 29, 1994, which prohibited e-mail notices. Modified Assistant Officers (Sections 5.1-5.3) to allow non-directors to be Assistant Officers, and made Assistant Officers’ terms the same as the appointing officers’ terms. Due to a loophole in the previous wording, Assistant Officers’ terms were effectively infinite, as they had no defined term.
November 20, 2010: Changed fiscal year to end of March (previously end of June), creating short fiscal year July 1, 2010-March 31, 2011. Changed composition of Board from eleven directors to a variable number between 7 and 13, with the exact number to be set by Board resolution, provided that no director may be deprived of his/her seat during his/her term; however, a director’s seat could be eliminated as of the end of that director’s term.
March 24, 2012: Added Santa Cruz and Sacramento counties to the corporation’s definition of “San Francisco Bay Area,” which primarily affects where special meetings of the Board of Directors can be held, since the director-residency restrictions were eased in 1994.
November 21, 2020: Increased maximum number of directors to 15.
March 19, 2022: Repealed proxy rules for directors’ meetings, in light of discovery that proxies are prohibited at meetings of directors (although not of members).
[The following is the text of the signature page of the original copy of the SFSFC Bylaws, adopted July 15, 1989.]
We, the undersigned, are all of the persons named as the initial Directors in the Articles of Incorporation of San Francisco Science Fiction Conventions, Incorporated, a California nonprofit corporation, and, pursuant to the authority granted to the Directors by these Bylaws to take action by unanimous written consent without a meeting, consent to, and hereby do, adopt the foregoing Bylaws, consisting of nineteen (19) pages, as the Bylaws of this corporation.
Dated this Fifteenth day of July, One Thousand Nine Hundred Eighty Nine, executed in the City and County of San Francisco.
Michael Wallis, President and Director (Seat 1)
Susan Stone, Vice President and Director (Seat 2)
Daniel Murphy, Secretary-Treasurer and Director (Seat 3)
Terry Biffel, Director (Seat 4)
Wilma Meier, Director (Seat 5)
Mary Mason, Director (Seat 6)
Ben Miller, Director (Seat 7)
Judy Morman, Director (seat 8 )
Georgia Miller, Director (Seat 9)
Gail Sanders, Director (Seat 10)
Linda Von Braskat-Crowe, Director (Seat 11)
