Science Fiction and Fantasy Writers of America’s Board of Directors has informed members that they will be asked to vote on an array of bylaws changes.
In California, where SFWA is incorporated, changes in the law relating to nonprofits invalidated some of the bylaws language about the Past Presidential Advisor position. After they became aware of this, the SFWA Board had their lawyer perform a review of the bylaws and the Operating Policies and Procedures Manual to find what other sections might require updates. These recommended amendments to the bylaws require votes of the membership,
PAST PRESIDENTIAL ADVISOR. The Board notes that the Past Presidential Advisor is a one-year position crafted to help with institutional memory and carry-over of ongoing initiatives when a new President is elected. The Past Presidential Advisor is listed in the bylaws as an Ex Officio Board Member without a vote. Under California nonprofit law, there is no such thing.
The options here are:
- Keep the Past Presidential Advisor position as an advisor, but remove the “Ex Officio Board Member” language, or
- Make the Past Presidential Advisor an official Board member, with a vote. (This does increase the possibility of a tie vote on the Board, as there would then be an even number of people voting.)
PURPOSE OF ORGANIZATION. The purpose of SFWA, as written in the bylaws, is more expansive than that included in the Articles of Incorporation. It needs to be changed to match.
MEMBERSHIP CLASSES AND RIGHTS. To comply with California law, the bylaws need to include precisely how many classes of members the corporation has and how they differ among “rights, privileges, preferences, restrictions and conditions.”
SFWA’s lawyer advised, “if the Bylaws do not distinguish these characteristics among different classes of members, they are the same for all members.” This means:
- There needs to be a vote to include all of the current classes of membership, along with their rights and conditions, in the bylaws.
- New classes of membership that the Board has been discussing will be proposed individually in separate votes for the membership to vote on.
Related to the membership classes, “Active members” has a specific meaning in law; using that as the name of a member class can lead to confusion, so this class will be renamed. Suggestions and comments can be made this month in the Forum. At the beginning of March, the thread will be closed, and the top suggestions will be used for a survey sent to all members.
Also, corporate law reserves some rights to members. SFWA will need to remove the language about how Directors may be removed from office and how empty Board positions may be filled. According to the Board, “We could change the language to show that these rights are reserved for members, but then if the law changes, we would have to change the language again.”
SHOULD COMICS AND GRAPHIC NOVEL WORK QUALIFY FOR MEMBERSHIP? Additionally, there will be a referendum vote. Almost thirty years ago, SFWA’s membership voted to not allow comics and graphic novel work as qualification for membership. When the new California corporation was formed and the bylaws written, the Board felt they should be bound by the will of the members, even though it was an older vote. The current Board and many of the members believe this should be changed; accordingly, they will hold a simple Yes/No vote for whether to accept these forms of fiction for membership qualification purposes.
SFWA members will be kept current about which votes are open, and the results.