CoastCon, Inc. By-Laws

Article I – Name

This corporation is named CoastCon, Inc. (hereinafter known as CoastCon).

Article II – Purpose

CoastCon is a non-profit literary organization which exists to promote science fiction, fantasy, comics, and related literary genres in any form, including but not limited to writing, visual arts, dramatic arts, and interactive fiction. Among these promotional efforts, CoastCon shall hold a convention (also called CoastCon) each calendar year for its members.

Article III – Members

As a non-profit membership corporation, CoastCon is owned by the current members, each having an equal share. Membership is purchased for a specific Annual Convention, becomes valid at the time of purchase, and expires immediately prior to the next Annual Convention.

A. Qualifications and Classes of Membership

Any person expressing an interest in the purpose of CoastCon is eligible to become a member (unless excluded under Section C of this Article). There are nine (9) types of members as described below. The number of each type of membership may be limited as needed by a vote of the Governing Committee.

1. Regular Members- Regular members are entitled to attend the annual convention, to vote at all General Membership Meetings, to seek and hold office on the Governing Committee, and to receive all CoastCon literature. Any individual may become a regular member of CoastCon by paying membership dues as specified by the Governing Committee. The amount of these dues may vary with the time of year paid, but may never be less than the dues for Staff Members.

• Junior Members- Junior Members are minors aged eight (8) to fourteen (14) years of age accompanied by an adult member in good standing. Junior Members are entitled to attend the annual convention but are not entitled to vote at General Membership Meetings, nor seek or hold office on the Governing Committee nor receive CoastCon literature. The dues for this membership shall be set by the Governing Committee.

• Child Members- Child Members are children aged seven (7) years and under accompanied by an adult member in good standing. Child Members are entitled to attend the annual convention but are not entitled to vote at General Membership Meetings, nor seek or hold office on the Governing Committee or receive CoastCon literature. There is no fee for this membership.

• Volunteer Members- Volunteer members are entitled to attend the annual convention, to vote at all General Membership Meetings, to seek and hold office on the Governing Committee, and to receive all CoastCon literature. Any individual may become a volunteer member of CoastCon by paying membership dues as specified by the Governing Committee, and by working for the Convention as specified by the Governing Committee. The amount of these dues may never be less than the dues for Staff Members.

• Guest Members- Guest Members are persons chosen by the Governing Committee as having made exceptional contributions to CoastCon’s fields of interests or to fandom. They may be extended additional Guest Memberships and other benefits at the discretion of the Governing Committee. Guest members are entitled to attend the annual convention, to vote at all General Membership Meetings, to seek and hold office on the Governing Committee, and to receive all CoastCon literature. In addition, Guests of Honor are entitled to a Lifetime guest membership to the annual CoastCon convention for themselves at their request.

• Complimentary Members- Complimentary Members are persons chosen by the Governing Committee to receive a membership at no cost. Complimentary Members are entitled to attend the annual convention and receive all CoastCon literature, but are not entitled to vote at General Membership Meetings, nor seek or hold office on the Governing Committee.

• Merchant/Exhibitor Members- Merchant/Exhibitor Members are individuals or specifically named individuals of a corporation that display and or sell products or services on the convention site during the Annual Convention. Merchant/Exhibitor Members are entitled to attend the annual convention, to vote at all General Membership Meetings, and to seek and hold office on the Governing Committee, and to receive all CoastCon literature. Any individual or specifically named individual of a corporation may become an exhibitor member by paying membership dues and other fees as specified by the Governing Committee. The amount of these dues may vary within the times of the year paid, but may never be less than the dues for Staff Members.

• Staff Members- Staff Members are members of the governing committee, Department Heads (appointed by the Chairman and approved by the committee), and assistants (approved by the committee). Staff Members have all the rights and privileges of Regular Members, their membership dues are set by the Governing Committee. Staff Members shall be designated with distinctive badges or ribbons. Upon resignation or expulsion from a position, the Staff Membership becomes null and void; however, the former member may purchase a regular membership by remitting an amount equal to the difference between any monies already paid toward membership and the current regular membership rate.

• Limited Memberships- Limited Members are entitled to attend limited events at a CoastCon Convention (such as the dealer’s room or dance). The Governing Committee shall set the rates for these different events. Limited Members do not have the right to vote, seek or hold office on the Governing Committee, nor receive any CoastCon literature.

B. Other Events

Throughout the year, CoastCon holds other promotional events. Participants at said events are considered attendees, and this implies no membership in CoastCon.

C. Ejecting Members

Any member of CoastCon who, in the opinion of two (2) members of the Governing Committee, creates a disturbance or breaks the established rules of CoastCon at the Annual Convention or other CoastCon event may be ejected from that event for not less than two (2) hours and not more than eight (8) hours. Any person who creates a disturbance at the Annual Convention or other CoastCon event, or who breaks the established rules of CoastCon and/or other CoastCon Events, may have his/her membership revoked by a majority vote of the Governing Committee present.

Article IV – Elected Officers (The Governing Committee)

A. Duties of the Governing Committee

The CoastCon Governing Committee shall be responsible for the operations, administrations, and trusteeship of CoastCon, Inc.

B. Members of the Governing Committee

The Governing Committee shall be composed of the following Voting Members: Chairman, Vice Chair, Secretary, Treasurer, and six (6) Members-at-Large. Each member of the Governing Committee is considered an Elected Officer of CoastCon.

C. Qualifications for the Governing Committee

Any Elected Officer must have attained the age of majority [18 years of age] and must be a current Member of CoastCon in good standing. The Chairman must also have attended not less than four (4) Governing Committee meetings in the six (6) months prior to the election or have served as a voting member of a previous CoastCon Governing Committee at any time in the past five (5) years. The Chairman and the Treasurer shall reside within 200 miles of the city of Biloxi.

D. Nomination and Election of the Governing Committee

1. Nominations- Candidates for any office of the Governing Committee may be nominated in writing by any CoastCon Member by presenting the written nomination to any member of the Governing Committee. Alternatively, candidates may be nominated in person by any CoastCon member in good standing at a General Membership Meeting. Nominations will be accepted and seconded before being placed on the ballot.

• Elections- Elections to select the new Elected Officers shall be held at the General Membership Meeting at each Annual Convention. Except for the election of the Members-at-Large, a simple majority is sufficient to elect a candidate to the Governing Committee. For the election of Members-at-Large, the six candidates with the highest number votes are elected. After closing the floor for nominations and before voting for each office, the doors of the General Membership Meeting will be closed and no one will be allowed to enter during the vote. If, after the vote is taken, no candidate has a simple majority, a runoff election shall be held to select from the two candidates receiving the highest number of votes.

E. Terms of Office of the Governing Committee- The Chairman, Vice-Chair, Secretary, and Treasurer shall serve terms of office from the transition meeting after the Annual Convention at which they are elected until the end of the third transition meeting after that (3 Year Term). The Members-At-Large serve terms of office from the transition meeting after the Annual Convention at which they are elected until the end of the following transition meeting. Members of the Governing Committee elected to replace vacancies which form during the year serve the remainder of the term of the member they replace. Elected members leaving office are required to turn over all CoastCon documents, records, and property to their successor.

F. Resignation and Expulsion from Governing Committee

1. Resignation- Any Elected officer may resign from the Governing Committee by presenting a written letter of resignation to any other Elected Officer. The Elected Officer receiving the letter of resignation must inform the Chairman or the Vice-Chair of the Governing Committee in a timely manner, not to exceed fifteen (15) days.

• Expulsion- Any Elected Officer may be expelled from his/her position by a two-thirds (2/3) majority vote of the entire Governing Committee, or by a simple majority vote of the Governing Committee present if a Petition for the removal of said Officer, signed by one hundred (100) current voting CoastCon Members in good standing, is presented to the Governing Committee. Should such Petition be presented, the Governing Committee must vote on the Expulsion at the next regularly scheduled Governing Committee Meeting. If that meeting is scheduled to occur less than twenty (20) days from the receipt of the Petition, then it must be voted on at the following regularly scheduled Governing Committee Meeting.

G. Replacement of Elected Officers

Upon being notified that a vacancy on the Governing Committee exists, the Chairman of the Governing Committee must notify the remaining members of the Governing Committee of the date, time, and location of a replacement election, and said replacement election must be held within thirty (30) days of the Governing Committee being notified of the vacancy. A majority of the remaining Governing Committee Members must be present at the replacement election. Candidates for replacement of any Elected Officer may be nominated by any member in good standing. Selection of a replacement from the nominated candidates shall be by a majority vote of the Elected Officers present at the election.

H. Duties of the Elected Officers

Duties of the Elected Officers include those below, and those required by law or listed elsewhere in these By-Laws.

1. The Chairman- The Chairman shall preside over the Governing Committee Meetings and General Membership Meetings. The Chairman is responsible for directing CoastCon, supervising the Governing Committee, and appointing Subcommittees and Appointed Positions.

• The Vice-Chair- The Vice-Chair shall assume the responsibilities of the Chairman in the Chairman’s absence, or during a vacancy in the office of Chairman. The Vice-Chair shall act as Parliamentarian for CoastCon meetings at which the Chairman presides.

• The Secretary- The Secretary shall preside over CoastCon meetings in the absence of the Chairman and Vice-Chair, and shall be responsible for the Corporate Records, Minutes, Correspondence, and Membership Rolls of CoastCon. In the absence of the Secretary, the Chairman shall appoint a member of the Governing Committee to take Minutes.

• The Treasurer- The Treasurer shall preside over CoastCon meetings in the absence of the Chairman, Vice-Chair, and Secretary, and shall maintain the financial records of CoastCon.

• The Members-at-Large- The Members-at-Large shall represent the membership of CoastCon at Governing Committee meetings.

Article V – Appointed Positions and Subcommittees

A. Qualifications for Appointment

Any interested party may serve CoastCon in an Appointed Position or on a Subcommittee.

B. Terms of Appointment

Unless a shorter term is stated in the Appointment, appointees to Appointed Positions or Subcommittees have terms concurrent with the chairman of the governing committee when they were appointed.

C. Appointment

Appointed Positions and Subcommittees may be created, and members appointed to fill them, by the Chairman. All such positions must be ratified by a majority vote of the Governing Committee. Appointed Positions and Subcommittees may also be created (and appointments made) by a two-thirds (2/3) vote of the Governing Committee or a simple majority vote of the General Membership present at a General Membership Meeting.

D. Resignation and Expulsion of Appointees

Any Member in an appointed position may resign as per Elected Officers (see Article IV, Section F). Members of Subcommittees (other than the Chair of the Subcommittee) may resign as per Elected Officers or be expelled by the Subcommittee Chair and two Governing Committee members. Chairs of Subcommittees may be expelled by a simple majority vote of the Governing Committee present.

E. Accountability and Reporting

Members in Appointed Positions are accountable to the Governing Committee, and must submit regular reports to the Governing Committee either verbally or in writing. The Chair of each Subcommittee is accountable as per other members’ Appointed Positions. Members of a Subcommittee are accountable to the Chair of that Subcommittee.

Article VI – Meetings

A. General Membership Meetings

1. Annual Meeting- The Annual General Membership Meeting shall be held at the Annual Convention on Sunday at 2 PM in Panel Room 1.

• Special Meetings- Special Meetings may be called by a majority vote of the Governing Committee or by the presentation of a petition signed by one-fourth (1/4) of the membership, or one hundred (100) members, whichever is smaller. The Governing Committee must arrange for a Special Meeting to be held within sixty (60) days of the presentation of the petition.

• Announcements of General Membership Meetings- All Special General Membership Meetings and Regular General Membership Meetings where By-Laws are to be voted on must be announced to all Members of CoastCon by notice either deposited in the US Mail or emailed to the email address of record, not less than thirty (30) days prior to the General Membership Meeting. Announcement of a General Membership meeting must include the time and place of the Meeting, and the Order of Business of the Meeting.

• Quorum- Any General Membership Meeting of CoastCon which is duly called and announced, is within 25 miles of the city limits of Biloxi, and is attended by at least twenty (20) CoastCon Members, has a quorum.

• Method of Acting- Unless otherwise required by law or these By-Laws, a simple majority shall be sufficient to pass a motion at the General Membership Meeting.

• Order of Business- The Order of Business for a Special General Membership Meeting shall be stated in the announcement for the Meeting and shall be as specific as circumstances allow. At the Annual General Membership meeting, the Order of Business shall be:

1. Call to Order and Verification of Quorum

• Old Business

• Nomination and Election of the Governing Committee for the Coming Year

• New Business

Any Business which may be transacted at a Governing Committee meeting may also be transacted at a General Membership Meeting.

B. Governing Committee Meetings

1. Regular Meetings- The Governing Committee shall meet at least once each calendar month. The schedule for these meetings shall be set by the Chairman at least one month in advance, except for the first meeting. These meetings are open to the members of CoastCon and invited guests of the officers.

• Special Meetings- Special Meetings may be called by the Chairman, or by any three (3) elected officers.

• Announcements- All Elected Officers, Appointees, and Chairmen of Special Committees shall be notified of all Regular Governing Committee Meetings either personally, by telephone, by e-mail, by other electronic means, or by a notice sent to the member by US Mail at his/her address of record at least fifteen (15) days before the Governing Committee Meeting. Any and all regular Governing Committee meeting notices shall be sent to an individual at that individual’s written request for the cost of materials and or postage. All Special Meetings that meet must have its date and starting time read into the minutes of the next regular Governing Committee Meeting.

• Quorum- Any Governing Committee Meeting which has been duly called and announced, and which is attended by a majority of the Governing Committee, has a quorum.

• Method of Acting- Unless otherwise required by law or these By-Laws, a simple majority shall be sufficient to pass a motion, resolution or other proposal.

C. Subcommittee Meetings

Except as specified below, Subcommittees shall follow the rules as the Governing Committee, replacing “Governing Committee” with “Subcommittee”.

1. Meetings of a Subcommittee need not be monthly, and may be called by the Governing Committee, the Subcommittee Chair, or a majority of its members.

• The business which may be transacted by a subcommittee shall be limited to that for which it is empowered. In addition, a subcommittee may never pass a budget, or spend money not expressly budgeted to its use by the Governing Committee; elect a member to the Governing Committee; expel a Governing Committee Member; or hear a case for readmission of a member.

Article VII – Fiscal Policy

A. Audit

An auditing system shall be established by The Governing Committee and a Subcommittee.

B. Budget

Within sixty (60) days after the Annual Convention, the Chairman and Treasurer (and Governing Committee-appointed arbitrator, if deemed necessary) shall draft a Budget. The Budget shall become valid upon a resolution to this effect by the Governing Committee. No funds shall be disbursed by CoastCon unless the disbursement is covered by a valid Budget.

C. Banking Policy

CoastCon shall maintain one and only one checking account. The checking account shall be maintained in an FDIC-Insured Financial Institution selected by the Governing Committee. The Governing Committee shall authorize three (3) of its members to sign checks; one of these must be the Treasurer, and no two members of the same household may be so authorized. Two (2) authorized signatures shall be required for any CoastCon check to be valid. Whenever any authorized signator leaves the Governing Committee for any reason, the new signators must be selected by the Governing Committee and updated signature cards must be tendered to the bank within sixty (60) days.

D. Membership Refund Policy

Memberships are non-refundable. For any person who notifies CoastCon that he/she paid Membership dues in advance, but does not attend CoastCon, those dues will be transferred to the coming year.

E. Membership Transfer Policy

Only Regular memberships may be transferred. Any membership transfer must be requested in writing and must be received or postmarked no later than thirty (30) days before the start of the Annual Convention. The written notice of membership transfer must include the name of the recipient of the membership and must be signed by the member who originally held the membership.

F. Dissolution

In the event that CoastCon Inc. is dissolved by a vote of the Membership at a General Membership Meeting, all Monies remaining after payment of CoastCon, Inc.’s debts shall be given to the Mississippi Public Libraries.

Article VIII

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern CoastCon in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.

Article IX – By-Laws and Amendments

A. Distribution of By-Laws:

These By-Laws are to be printed and made available to any Member for the cost of printing and distribution. The Official Copy shall be placed in the Official Minutes.

B. Amendment of By-Laws:

Any current member of CoastCon may submit a proposed change or addition to the By-Laws, in writing, to any member of the Governing Committee. The Proposal will then be given to the Secretary within ten (10) days of receipt for distribution to the other members of the Governing Committee. The Secretary will, within thirty (30) days of receipt, distribute the proposal to the other members of the Governing Committee. At the next scheduled Governing Committee meeting, the Committee members shall; working with the person submitting the proposal to ensure the intent of the proposal is not altered; discuss, word, and vote on the proposal. If the Governing Committee ratifies the proposal by a simple majority of the Governing Committee Members present, it shall be submitted to the General Membership for a simple pass/fail approval by a two-thirds (2/3) majority at the next General Membership Meeting with no additions, deletions, or changes. The proposal, if ratified by the Governing Committee, must be published in its entirety in the General Membership Meeting notice required by Article VI Section A 3 and if passed becomes permanent and binding at the close of the General Membership Meeting at which it was passed.

Article X – Emergency Conditions

A. Purpose

The purpose of Article X is to provide the Governing Committee of CoastCon, Inc. latitude in performing their duties under emergency and/or disaster conditions.

B. Limitations

Article X cannot be activated at any time except during State of Emergency or Force Majeure Conditions as defined by Article X, Section C.

C. State of Emergency and Force Majeure Conditions, Definitions:

1. CoastCon Inc. shall be considered to be in a State of Emergency when at least one of the following conditions is met:
   1. The State of Mississippi has declared the City of Biloxi or Harrison County to be in a State of emergency and the CoastCon Inc. Governing Committee has activated Article X via a two-thirds majority vote of the Governing Committee present.
   1. The United States Government has declared the City of Biloxi or Harrison County to be in a State of emergency and the CoastCon Inc. Governing Committee has activated Article X via a two-thirds majority vote of the Governing Committee present.

• CoastCon Inc. shall be considered to be in Force Majeure conditions during an instance when an extraordinary event or circumstance beyond the control of CoastCon Inc. prevents the CoastCon Inc. Governing Committee from safety and reasonably fulfilling all portions of the obligations listed under Articles III-IX of the current CoastCon Bylaws and the CoastCon Inc. Governing Committee has activated Article X via a Two-thirds majority vote of the Governing Committee present.  A Force Majeure condition includes but is not limited to war, strike, riot, crime, epidemic, fire, flood, post-disaster conditions, and/or a sudden legal change of CoastCon, Inc.

D. Duration

Once declared, CoastCon, Inc. will remain in a State of Emergency or Force Majeure condition for the lesser of period of time equal to six (6) months or until the next Annual Convention.

E. Provisions

While CoastCon, Inc. is in a State of Emergency or Force Majeure as defined by Article X, Section C, the following provisions will be in effect:

1. A Governing Committee Meeting, which is duly called and announced, shall have a quorum if and only if the lesser of four (4) members of the Governing Committee, including the Acting   Chairman, or a majority of the current Governing Committee are Present. Upon activation, this paragraph supersedes Article VI, Section B, and Paragraph 4
2. A General Membership Meeting, which is duly called and announced, shall have a quorum if and only if the Meeting is attended by at least twenty (20) members of CoastCon, Inc. and is held within one hundred (100) miles of the coastline of Louisiana, Mississippi, or Alabama. Upon activation, this paragraph supersedes Article VI, Section A, Paragraph 4.
3. During a State of Emergency or Force Majeure condition as outlined in Article X, Section C and activated as set out in Article X, Section C., the duly elected officers of CoastCon Inc. are empowered to make and seek all forms of CoastCon corporate/event maintenance and continuance as needed. These include the limited suspension of portions of Articles III- IX of the CoastCon Bylaws as necessary via a two-thirds majority vote of the current elected Governing Committee