Amendments:

(Purposes of NESFA, Inc.)
(Location of Meetings)

The NESFA Articles of Organization

THE COMMONWEALTH OF MASSACHUSETTS
Department of Corporations and Taxation
State House
Boston, Mass.

AGREEMENT OF ASSOCIATION

We, whose names are hereto subscribed, do, by this agreement, associate ourselves with the intention of forming a corporation under the provisions of General Laws, Chapter 180.

Anthony Richard Lewis
Paul F. Galvin
Cory J. Seidman
Leslie J. Turek
David A. Vanderwerf
Marilyn Wisowaty
Susan H. Lewis

The name by which the corporation shall be known is:

New England Science Fiction Association, Incorporated

The location of the principal office of the corporation in Massachusetts is to be in the city of

Belmont

The business address of the corporation is to be:

33 Unity Avenue Belmont Massachusetts

The purposes for which the corporation is formed are as follows:

Promote, publish, and print any forms of literature leading to the enhancement and furtherance of Science Fiction, and any forms of literature of technical or general interest.

Originate, arrange, provide, buy, sell, and distribute with or without compensation, books, pamphlets, magazines and other literature.

Acquire, hold, use, sell or in any manner dispose of, or deal with, copyrights or other rights connected with the composing or printing of such forms of literature as listed above.

Originate, arrange, sponsor, and hold meetings and conventions, lectures and talks for the further advancement of Science Fiction.

Carry on any other business in furtherance of the foregoing and not inconsistent with the constraints applied by Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended.

The provisions of this Article (II) shall be construed both as objects and powers of this corporation, organized for literary and educational purposes, within the meanings applied by General Laws, Chapter 180, of the Commonwealth of Massachusetts and Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended.

[The above provisions on the corporation's name and purposes were taken essentially verbatim from the 1967 NESFA Constitution. 33 Unity Ave., Belmont, was at this time the residence of the President and the Clerk (a post office box was at that time not acceptable as an official corporate address); other NESFAns continued living there until 1983, after which the location of NESFA's "principal office" was a bit vague until the occupation of the Clubhouse in 1986.]

We hereby waive all requirements of the General Laws of Massachusetts for the notice of the first meeting of the incorporators for the purpose of organization, and appoint the 25th day of July, 1968, at 6 o'clock in the PM. as the time and place for holding such a first meeting.

Coolidge Bank & Trust, Fresh Pond Parkway,
Cambridge, Massachusetts

The names and residences of the incorporators are as follows:

IN WITNESS WHEREOF we hereunto sign our names, this 25th day of July, 1968.

Anthony Richard Lewis
Susan Lewis
Cory J. Seidman
David A. Vanderwerf
Paul Galvin
Leslie J. Turek
Marilyn Wisowaty

Amendments to
the Articles of Organization

(Purposes of NESFA, Inc.)

We, Susan H. Lewis President Edwin W. Meyer, Jr. Treasurer

Anthony R. Lewis

Clerk and Isaac Asimov, Judy-Lynn Benjamin, Lester del Rey,
Cory Panshin, Harry C. Stubbs, and Leslie J. Turek

being a majority of the directors of

New England Science Fiction Association, Incorporated

a corporation duly organized under the provisions of Chapter 180 of the General Laws, in compliance with the provisions of Chapter 180 Section 10 of the General Laws, as amended, do hereby certify that at a meeting of the members of said corporation, duly called for the purpose and held on the 27th day of September 1970 , by an affirmative vote of 21 members of said corporation, being at least two-thirds of the persons legally entitled to vote, it was voted to change the purpose of the corporation to add the following:

Promote the enhancement and furtherance of science fiction in artwork, films, theater, radio, television, and other media.

Hold, sponsor, and promote the development of organized science fiction fan activities.

Carry on any other business or activity in furtherance of the foregoing and not inconsistent with the constraints applied by Section 501(c)(3) of the Internal Revenue Code of 1954 as amended (or the corresponding provisions of any future United States Internal Revenue Law).

No part of the net earnings of this Corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes set forth in the Articles of Organization and in any amendments thereto. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Articles of Organization, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation.

Upon the dissolution of the Corporation, the Officers having the powers of directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, and shall distribute the assets in such manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the said Officers shall determine. Any of the assets not so disposed of shall be disposed of by the appropriate Massachusetts Court having jurisdiction, exclusively for such purposes as stated above, or to such organization or organizations qualifying as stated above, as said Court shall determine.

Signed this Seventeenth day of OCTOBER 1970 under the penalties of perjury.

President: Susan Lewis

Treasurer: Edwin W. Meyer, Jr.

Clerk: Anthony Lewis

Majority of Directors: Leslie J. Turek, Judy-Lynn Benjamin, Lester del Rey, Harry C. Stubbs, Isaac Asimov, Cory Panshin

[The vote on this amendment (9/27/70) was 21 aye, 1 nay, with 7 Regular Members absent. (Note that 2/3 of all Regular Members are needed to approve a change in the Articles of Organization.) It was described at the time as "necessary to file for our tax-exempt status. ... We will have to amend our corporate organization to allow for the disposition of funds in the event of dissolution." Also, of course, the list of purposes gave a more complete description of NESFA's activities.]

(Location of Meetings)

We, Susan H. Lewis, President, and

Anthony R. Lewis, Clerk, of

New England Science Fiction Association, Incorporated

located at

Belmont Massachusetts

do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on 13 February , 1972 , by vote of 23 members, being at least two thirds of its members legally qualified to vote in meetings of the corporation:

THE ARTICLES OF ORGANIZATION ARE AMENDED BY ADDING:

Except as otherwise provided in the by-laws, meetings of the Corporation may be held anywhere in the United States.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 17th day of February , in the year 1972.

Susan H. Lewis President

Anthony R. Lewis Clerk

[The vote on this amendment (2/13/72) was 23 aye, 1 nay, 1 abstention. It was occasioned by a change in Massachusetts law allowing meetings to be held outside the state; the 50-mile clause in By-Laws Section 2.1 was added at the same time.]