Columbia Fiction Foundry By-Laws
Approved and Adopted October 12, 2019
Article I – Name
1.1 The name of the Organization is The Columbia Fiction Foundry (“CFF” or “the Organization”), a Shared Interest Club of the Columbia University Alumni Association.
Article II – Purpose
2.1 CFF is organized exclusively for educational and charitable purposes, to further the shared interests of graduates and former students of Columbia University who are engaged in writing works of fiction, to assist one another to improve their fiction writing and to publish their projects, consistent with Columbia University’s objective to promote and encourage communication between and among the University and its alumni/ae with shared interests.
Article III - Membership and Fees
3.1 Members. Membership in the Organization shall be open to all alumni/ae of Columbia University who are engaged in, or interested in becoming engaged in, writing works of fiction. Any such person who has attended one or more of the Organization’s writing workshops in the year prior to each annual meeting shall be considered a Member entitled to vote at such annual meeting.
3.2 Annual Meeting. An annual meeting of the Organization shall be held each year in at the place, time and date in October determined by the Executive Committee. At the annual meeting, the Members shall elect officers and any at-large members of the Executive Committee, hear reports, and transact such other business as may properly come before the meeting. Written notice of the annual meeting shall be given by the Executive Committee to the Members in such manner as the Executive Committee shall determine, no later than 30 days prior to such meeting. Following such notice, Members may cast votes on nominees for officers by written ballots directed to the President.
3.3 Fees. CFF does not have a requirement that Members pay annual dues. However, the Executive Committee shall have the power to impose reasonable fees for participation in certain events and initiatives, which shall not, however, include its writing workshops.
Article IV – Officers
4.1 Enumeration. The officers of the Organization shall consist of a President, a Vice President, a Communications Director and an Online Community Director. The officers shall comprise the Executive Committee of the Organization.
4.2 Election. The Officers shall be elected by the Members at the annual meeting of the Organization by majority vote of those Members attending the annual meeting and those Members who have submitted written ballots prior to the annual meeting. Officers shall hold office for one year from the date of election and must be Members of the Organization. No Officer shall hold any one office for more than three terms in succession. Vacancies occurring between annual meetings may, but are not required to be, be filled at any time by the Executive Committee.
4.3 Nominations. The President of the Organization shall appoint a Chair of the Nominating Committee, who shall in turn select the other members of the Nominating Committee, who shall not include the then-serving President. The Nominating Committee shall meet at least three months prior to the annual meeting with authority to propose candidates for the next term’s slate of officers. The Nominating Committee shall, no later than one month prior to the annual meeting, circulate to all Members in writing a slate of proposed nominees for each office, after which any Member may, no later than two weeks prior to the annual meeting, propose in writing additional candidates for any office, including herself or himself. The Nominating Committee shall also have the authority to meet on an as-needed basis to fill, in consultation with the Executive Committee, any prematurely vacated position.
4.4 Resignation. Any officer may resign by delivering his or her written resignation to the Organization, and such resignation shall be effective upon receipt unless it is specified to be effective at some later time.
4.5 Removal. The Executive Committee may remove any officer with or without cause by a unanimous vote of the remaining members thereof then in office. Any officer so removed shall have the right, by written notice to the Members, to seek to have such removal rescinded by majority vote of the Members present and voting at a regular or special meeting of the Members called for that purpose.
4.6 President. The President shall be the chief executive officer of the Organization and shall, subject to the direction of the Executive Committee, have general supervision and control of its affairs. Unless otherwise provided by the Executive Committee, he/she shall preside, when present, at all meetings of the Executive Committee and the annual meeting of Members, and shall be an ex officio member of all committees established by the Executive Committee. The President shall prepare and present an annual report at the annual meeting, summarizing CFF’s activities over the past year and addressing matters of importance to members, including impending initiatives, which report shall thereafter be posted on the CFF website. The President shall have such other powers and perform such other duties as the Executive Committee may from time to time designate.
4.7 Vice President. The Vice President shall assist the President as requested, and shall preside at meetings of the Executive Committee and the annual meeting in the President’s absence.
4.8 Communications Director. The Communications Director shall be the information officer of CFF, responsible for membership, website, and media, including any YouTube channel, Facebook page, and Twitter account, and outreach to alumni/ae of the University regarding the activities of the Organization, and shall perform such other duties as the Executive Committee may from time to time direct.
4.9. Online Community Director. The Online Community Director shall be responsible for developing and managing the Organization’s resources to enable Members to communicate and share manuscripts online and to critique each others’ manuscripts online, and shall perform such other duties as the Executive Committee may from time to time direct.
Article V - Executive Committee
5.1 Powers and Duties. The affairs of the Organization shall be managed by an Executive Committee who may exercise all the powers of the Organization except as otherwise provided by law or by these By-laws. The Executive Committee may exercise its powers and act on any matter notwithstanding the existence of one or more vacancies in the Executive Committee.
5.2 Number and Election. The Executive Committee shall be composed those Members provided in Article 4.1 above. The terms of all Members of the Executive Committee shall expire at the next annual meeting immediately following the election of their successors.
5.3 Meetings. Meetings of the Executive Committee may be held without notice at such time, date and place as the Executive Committee may from time to time determine, provided that any member who is absent when such determination is made shall be given notice of the determination. Special meetings of the Executive Committee may be called, orally or in writing, by the President, or three or more members of the Executive Committee, designating the time, date and place thereof.
5.4 Quorum. At any meeting of the Executive Committee, a majority of the members then in office shall constitute a quorum. If less than a quorum is present at any meeting, those in attendance may adjourn the meeting and the meeting may be held as adjourned, provided written notice of the date and time of the adjourned meeting is given to all absent members.
5.5 Action at Meeting. At any meeting of the Executive Committee at which a quorum is present, a majority of the members present may take any action on behalf of the Executive Committee, unless a larger number is required by law or by these By-laws.
5.6 Action by Consent. Any action to be taken at any meeting of the Executive Committee may be taken without a meeting if all the members of the Executive Committee consent thereto in writing, including by electronic transmission, and the writing or writings are filed with the records of the meetings of the Executive Committee. Such consents shall be treated for all purposes as a vote at a meeting of the Executive Committee.
5.7 Other Committees. The Executive Committee may create one or more other committees, may appoint Members of the Organization thereto, and may delegate to such committees some or all of its powers except those which by law or by these By-laws may not be delegated. Except as the Executive Committee may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Executive Committee or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Executive Committee. All members of such committees shall hold such offices at the pleasure of the Executive Committee. The Executive Committee may abolish any such committee at any time. Any committee to which the Executive Committee delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Executive Committee.
5.8 Participation by Conference Telephone. Members of the Executive Committee or any other committee may participate in a meeting of the Executive Committee or of a committee by means of a conference telephone or similar communications equipment which permits all persons participating in the meeting to hear each other at the same time, and participation by such means shall constitutes presence in person at a meeting.
Article VI - Campaigning
6.1 No part of the activities of this organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this organization shall not participate in, or intervene in (including the publishing and distribution of statements), any political campaign on behalf of any candidate for public office.
ARTICLE VII - Existence
7.1 Unless sooner terminated as provided in the By-laws, the existence of this organization shall terminate when fewer than ten regular Members of this organization are enrolled.
ARTICLE VIII - Dissolution
8.1 Upon the dissolution of this Organization, after paying or making provision(s) for all its obligations and liabilities, all of the assets of the Organization shall be distributed to Columbia University, so long as it is organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the IRS Code.
Article IX – Amendments
9.1 These By-laws may be altered, amended or repealed and new By-laws may be adopted by a vote of a majority of the Members of the Organization at any annual or special meeting of the Members, provided that notice of any such proposed action shall be given to all Members prior to such meeting in the manner provided in Article 3.2 above.
Article X -- Communications
10.1 Subject to applicable law, any notice, consent, or other communication required or permitted under these By-laws may be given by electronic mail message or other electronic means and shall constitute a notice, consent, or other communication in writing.
Article 12. Miscellaneous Provisions
12.1 Fiscal Year. Except as otherwise determined by the Executive Committee, the fiscal year of the Organization shall end on June 30 of each year.
12.2 Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, and other obligations to be entered into by the Organization in the ordinary course of its business without Executive Committee action may be executed on behalf of the Organization by the President or the Vice President.
12.3 Voting of Securities. Unless otherwise provided by the Executive Committee, the President or Vice President may waive notice of and act on behalf of this Organization, or appoint another person or persons to act as proxy or attorney in fact for this Organization with or without discretionary power and/or power of substitution, at any meeting of shareholders of any other Organization or organization whose securities are held by this Organization.