I.1: This organization shall be known as Imperial Starbase Society (ISS)

I.2: The mission of this organization shall be to (1) promote and educate an awareness of science and its impact on society; (2) Disseminate scientific and educational information in its official publication; (3) Cooperate with other organizations having similar objectives; (4): Foster interests in science fiction as it relates to science fact.

I.3: ISS is organized exclusively for the purpose or promoting science and facilitating science education within the meaning of section 501(c)(3) of the Internal Revenue Code.

I.4: No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its trustees, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes. No substantial part of the activities of the organization shall be the carrying of propaganda, or otherwise attempting to influence legislation and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by a organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future federal tax code) or (b) by an organization, contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).

II.1: This Organization accepts members and subscribers without discrimination on the basis of race, religion, national origin, sex or sexual preference.

II.2: Subscribers are those persons who pay their yearly subscription fees.

II.2.A: Electronic subscription is that where subscribers receive their publications via electronic means.

II.2.B: Hardcopy subscription is that where subscribers receive printed versions of publications.

II.3: Members are those who fulfill the requirements set forth in Article II.2. and annually contribute an additional 10 hours of labor or equivalent value i.e. current prevailing federal minimum wage times volunteer hours remaining or donations of items who's value is determined at time of donation by The Treasurer and any other officer, or any three officers.

II.4: Only members shall have the right and responsibility to vote. Each member shall have one, and only one, vote, per issue or position. (Exception Article V.1.F).

III.1: Types

III.1.A: General officer elections: General officer elections shall be held in December to allow the incoming officer sufficient experience prior to taking office in June of the following calendar year.

III.1.B: Emergency officer elections: Emergency elections may occur when an officer replacement is needed mid-term.

III.2: Procedures:

III.2.A: Announcement of any election shall occur at least one week prior to the date of the election so members may vote by ballot or phone.

III.2.B: A list of approved nominees must be mailed to members who announce their unavailability to attend the election.

III.2.B.1: If there are no nominees for a position, the current holder of that position shall win the position without election.

III.2.B.2: Nominees for ISS officers must be members. (Article II.3.)

III.2.B.3: Nominees must approve their nomination.

III.2.B.4: Nominating yourself automatically approves your nomination.

III.2.B.5: A nominee may withdraw from consideration by general announcement at any time prior to voting for that position.

III.2.B.6: All votes for any non-approved nominees shall be counted as a vote in abstention.

III.2.C: Elections shall be determined by a majority vote of the members voting.

III.2.D: Voting may occur by ballot or phone but in all circumstances one member shall have only one vote per position.

III.2.E: For the purposes of elections, the head of the parliamentary department must be an individual who is not a current officer and is not a nominee for an officer position

III.2.F: The head of the parliamentary department shall tally and authenticate all votes.

III.2.G: Ties

III.2.G.1: In the event of a tie, the candidates receiving the tie votes shall become the only eligible nominees in a re-vote for the position.

III.2.G.2: In the event of another tie, the current officers shall make the determination. If any candidate is also a current officer, they shall abstain from voting.

III.2.G.3: In the event of another tie, the head of the parliamentary department shall create a system for random determination of the winner.

IV.1: Annual: Annual Meetings shall occur at a meeting of ISS between April 16 and July 30 each year. Any matters of general business and concern to ISS may be presented and acted upon, provided that notice of the general agenda of the meeting has been distributed via normal communication channels at least two weeks prior to this meeting.

During the annual meeting, the decision shall be made to determine which science-fiction conventions ISS plans to attend. This shall be determined by a majority vote of members in attendance at this meeting. If ISS wishes to officially attend any other convention during the year, a unanimous vote of the officers at that time is required. Minutes are required to be taken and distributed for these meetings.

IV.2: Quarterly: Quarterly Meetings shall occur within the following months: January, April, July, and October. These meetings may occur as part of any other events. The October meeting shall also include the start of nominations for December elections. Notice of time and place of the quarterly meeting must be communicated to the membership via normal communication channels at least one week prior to the meeting. Minutes are required to be taken and distributed for these meetings.

IV.3: Special: Special Meetings may be held at any time by petition of 30% of the total membership. Notice of time, place, and purpose of the special meeting must be communicated to the membership via normal communication channels at least one week prior to this special meeting. Minutes are required to be taken and distributed for these meetings.

IV.4: Event: A meeting shall be held a minimum of five days and a maximum of ninety (90) days prior to the official attendance, by ISS, of a science-fiction convention. This meeting may not be cancelled. This meeting must be relocated or rescheduled if the original location or time/date becomes unavailable. The rescheduling of this meeting must maintain the five-day separation from the event. The final decision for ISS to attend a science-fiction convention will be determined at this meeting.

In the event that ISS wishes to officially attend a science-fiction convention and a decision to attend had not been made during the annual meeting, a unanimous vote of the officers is required at an emergency meeting and the event meeting must still occur.

IV.5: Emergency: Emergency Meetings may be held at any time by agreement and statement of the President or any two (2) officers. Minutes are required to be taken and distributed, upon request, for these meetings. An announcement of the fact of the emergency meeting must be made to all officers within three (3) days of the inception of the meeting.

All officers shall be elected to a term of 2 years. There shall be no limit to the number of terms an officer can be re-elected to office. Only members can be an officer. Once elected to office, the officer must maintain their member status. New officers shall be elected 6 months prior to the taking of office and the incoming officer to be trained by the outgoing during the last quarter of outgoing officer's term. An officer is the ultimate authority and is the ultimately responsible party for decisions made by those departments that report directly to them. They are also ultimately authoritative and ultimately responsible for duties individually listed in this section.

V.1: President

V.1.A: The President shall chair all meetings and announce decisions made as a result of these meetings.

V.1.B: The President shall call all meetings as needed. When notice is required, the President shall notify the secretary of the pending meeting.

V.1.C: The President shall act as a spokesperson for the organization to non-similar organizations.

V.1.D: The President shall appoint the head of the Parliamentary department and other departments as needed and not specified in this document. These departments shall report directly to the President. If the President and another officer determine a need to create a department under that other officers’ responsibility, that department shall thereby be created and report directly to that other officer. These departments (with the exception of the Parliamentary department) can be dissolved by the President.

V.1.E: In the event that a decision needs to be made and the officer responsible for making that decision is not available, the President may assume the role of that officer pending that officer’s arrival to confirm or overturn that decision.

V.1.F: In the event of a tie vote on any issue or candidate not otherwise covered in this document, the vote of the President shall count as one and one-half vote.

V.2: Vice-President

V.2.A: The Vice-President shall fulfill all responsibilities of the president in the absence of the president at official functions.

V.2.B: The Vice-President shall fulfill other responsibilities as assigned by the president.

V.2.C: The Vice-President shall act as a spokesperson from the officers to the membership and vice-versa. If the Vice-President determines that a decision made by another officer may be contrary to the desires of the general membership, a vote to overturn that decision may be called by the Vice-President at any time.

V.2.D: The Vice-President shall appoint the head of the Human Resources and Recruiting departments. These departments shall report directly to the Vice-President.

V.3: Secretary

V.3.A: The Secretary shall maintain all records of ISS and assure their accuracy and safety.

V.3.B: The Secretary shall review, document, and distribute the minutes of all meetings.

V.3.C: The Secretary shall provide notice of meetings when such notice is required.

V.3.D: The Secretary shall distribute meeting minutes within 7 days of the conclusion of any meeting whose minutes require distribution.

V.3.E: The Secretary shall make available the minutes of any meeting within 48 hours of request by any officer.

V.3.F: The Secretary shall appoint the head of the Publications, Internet, and Communications departments. These departments shall report directly to the Secretary.

V.4: Treasurer

V.4.A: The Treasurer shall manage all funds including their acquisition and disbursement.

V.4.B: The Treasurer shall head the annual budget committee.

V.4.C: The Treasurer shall conduct an annual audit and report its findings to the officers.

V.4.D: The Treasurer shall appoint the head of the Fund Raising department. This department shall report directly to the Treasurer.

V.5: Event Coordinator (also referred to as E.C.)

V.5.A: The E.C. shall be responsible for coordinating all events.

V.5.B: The E.C. shall act as a spokesperson for the organization to similar organizations.

V.5.C: The E.C. shall arrange any facilities coordination as necessary for the function of the organization.

V.5.D: The E.C. shall appoint the head of the Fiction and Education departments. These departments shall report directly to the E.C.

The following departments shall be static departments and shall always have one person assigned as the department head. Officers are eligible to hold department head positions:

Parliamentary – Assigned by President

Human Resources – Assigned by Vice-President

Recruiting – Assigned by Vice-President

Publications – Assigned by Secretary

Internet – Assigned by Secretary

Communications – Assigned by Secretary

Fund Raising – Assigned by Treasurer

Fiction – Assigned by Event Coordinator

Education – Assigned by Event Coordinator

The Registered Agent shall be a member of ISS. The Registered Agent shall be the liaison between ISS and any government agencies. When necessary, the incumbent Registered Agent shall appoint the replacement Registered Agent upon the incumbent Registered Agent's resignation with the approval of the officers. In the event of the death, of the Registered Agent, the officers shall assign a replacement within one month. The contact address of the Registered Agent shall be 4320 196th ST SW #B PMB516 Lynnwood, WA 98036. The name of the Registered Agent shall be Collin Miller. For the purposes of this article, a loss of contact with a majority decision of the officers to replace the Registered Agent shall be the equivalent of the death of the Registered Agent.

VIII.1: Members

VIII.1.A: Discipline: Any member may be dismissed from the membership for any reason by a unanimous vote of the officers or a seventy-five percent (75%) vote of the membership with abstentions counting as removing themselves from the membership for purposes of this vote.

VIII.1.B: Deceased: Deceased members may be removed from the membership upon the expiration of their subscription.

VIII.2: Officers: Removal of an officer from office.

VIII.2.A: Voluntary: If an officer wishes to leave office, an election shall occur to replace that officer.

VIII.2.B: Non-Voluntary: An announcement to the general membership must occur within fourteen (14) days of the completion of one of the below. The general membership shall vote within a minimum of thirty (30) days and a maximum of sixty (60) days after the completion of the above announcement.

VIII.2.B.1: Officer Supported: Ten percent (10%) of the general membership must sign a petition and have support from at least one (1) officer.

VIII.2.B.2: Not Officer Supported: One-third (1/3) or more of the general membership must sign a petition.

Once a member is removed, any rights and responsibilities received by that member during their membership (either officer or general) shall immediately be removed. Removal of an officer from office does not remove that member from general membership.

IX.1: If ISS, for some reason, needs to disband, the officers must vote unanimously to bring the issue to a vote of the membership.

IX.2: In order for ISS to disband, the vote to disband must be brought up by the officers if Article IX.1 is passed. There then must be a majority vote of the membership, in favor to disband, in order to disband ISS.

IX.3: If ISS votes to disband, all materials owned by ISS will be sold, by auction, to the membership.

IX.3.A: There shall be a minimum notice of twenty-one (21) days, distributed by the normal communications channels of ISS, of the auction.

IX.3.B: There must be a minimum attendance of the auction of one-quarter of the membership of ISS. If there is not, the notice must once again be given, adhering to Article IX.3.a for minimum notice.

IX.4: If there are materials remaining after the membership auction, the remaining materials will be sold, by auction, to any interested parties.

IX.4.A: There shall be a minimum notice of fourteen (14) days distributed by the local Newspaper in the For Sale, Miscellaneous (or its equivalent).

All monies received by the above-mentioned auction(s) and any remaining assets shall be donated to the Seattle Pacific Science Center. This dispersal of funds shall occur AFTER all receipts and monies due are accounted for by The Board.

If the Seattle Pacific Science Center is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code). This organization shall be determined by a majority vote of The Board if necessary.

X.1: Amendments to these by-laws may be adopted at any meeting of ISS by a seventy percent (70%) majority vote of the eligible voters present, provided announcement has been made at the previous meeting of ISS. A copy of the proposed amendment must be mailed to members who announce their unavailability to attend the amendment meeting. This mailing must occur at least one week prior to the date of the meeting so they may vote by ballot or phone. The Board is required to be in attendance of either the amendment meeting, or the meeting where the amendment meeting is announced. Should any dispute arise regarding violation or interpretation of these by-laws, a Committee of three persons shall be appointed by the President to offer a list of no less than two possible suggestions. This list will then be discussed and decided upon (with other possible alternatives) by The Board

X.2: If the Registered Agent changes, as described in Article VII, these by-laws shall automatically be amended upon the instatement of the new Registered Agent to reflect, in Article VII, the corrected name and contact address information.

Annually: One calendar year from the initial point of reference.

Member (or Members or Membership): See Membership section (Article II) to differ from subscribers.

The Board: A group entirely consisting of The President, The Vice-President, The Secretary, The Treasurer, and The Event Coordinator.

Officer(s): Member(s) of the board.

General Membership: Members that are not officers.

Voting: Unless otherwise specifically stated in this document, any vote shall be by simple majority.

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