The NESFA By-Laws
with Historical Annotations

Article II: Meetings of the Membership

• 2.1 Regular meetings of the Membership shall be held at least once per calendar month at such times and places as the Membership, the Executive Board, or the President shall determine, except that either the July or the August Business Meeting (but not both in the same year) may be omitted by a two-thirds vote of the Membership. A meeting held within seven (7) days before or after a given calendar month may count as fulfilling the requirements for that month, except that no such meeting shall be counted for two months simultaneously. Meetings shall only be held within a 50-mile radius of the State House in Boston, excluding Barnstable County, Massachusetts.
  [The 7-day extension was added in 9/88 (to legalize holding meetings on "October 33" or the like), and the omission of one summer meeting was authorized in 5/90. Final sentence added 2/72 (cf. simultaneous amendment to Articles of Organization): parts of NH and RI are allowed, but Provincetown isn't. Note that an "Other Meeting" is not a "meeting" for purposes of the By-Laws: cf. Standing Rules, Section 3.5(1). 1967-71 By-Laws: meetings to be "on the second and fourth Sundays of each month and at such other times as is considered desirable or necessary by the Executive Committee or the Membership."]

• 2.2 The first regular meeting in the month of May shall be the Annual Meeting of the Corporation, at which the Officers shall be elected, the annual reports of the Officers and committees shall be received, and any other business which comes before the meeting may be transacted. The Annual Meeting shall be held within the Boston metropolitan area.
  [The first election meeting was on 8 Oct 1967, but all subsequent ones have been in May. Until 12/75 the Directors/Trustees were also elected at the Annual Meeting (see note after Section 7.4). The last sentence was added in 3/71.]

• 2.3 Special meetings may be scheduled by the President, by the Executive Board, or by the Membership. The Clerk or, in the case of the Clerk's death, absence, incapacity, or refusal, any other Officer shall schedule a special meeting upon written application of three or more Regular Members. The business transacted at a special meeting need not be limited to the matters stated in the notice for that meeting.
  [3/71, except for second sentence (added 2/72). Cf. note on Section 2.1; scheduling under the 1967-71 Constitution was "at such time and convenient place as may be determined by the Clerk to be most convenient or satisfactory to the Members."]

• 2.4 The Clerk shall notify all Members in advance, in writing, of the place, date, and hour of each regular and special meeting. The notice for the Annual Meeting shall state the nature of the meeting and shall be given at least two weeks before the meeting.
  [The Annual Meeting notice was 10 days in 1967-71. In 4/93 the Membership agreed that written notice may be waived for a meeting rescheduled in case of emergency: see S.R. Section 3.5(5).]

• 2.5 Except as otherwise provided in these by-laws, a quorum consists of seven (7) Regular Members or thirty percent (30%) of all Regular Members, whichever is greater, present in person. A number less than a quorum, present at any meeting, may adjourn or reschedule that meeting to another time and place, without notice other than announcement at the meeting, or may fix the time and place of the next meeting.
  [See Section 3.5 for the election quorum. In 3/71 "present in person" replaced "present in person or represented by proxy", and the second sentence was added.]

• 2.6 Proxy voting is available to the Regular Members under the following conditions:

  • (a) No Regular Member can designate as a proxy any person who is not a Member.

  • (b) Every proxy must be in writing and be presented to the Clerk by the Member to be represented or, at the meeting, by the Member holding the proxy. A proxy is not valid for any question if it is presented after the voting on that question has begun.
    [Under the 1967-71 By-Laws, proxies could not be submitted later than the opening of the meeting.]

  • (c) A proxy is valid only for the one meeting designated therein, and for any adjournments of that meeting. Every proxy shall be recorded in the minutes of the meeting for which it is valid.

  • (d) A proxy can specify a certain vote or position to be taken on a specific subject or subjects or can be a general power of attorney for any or all business that may come before the meeting or can be any combination or permutation thereof. It can be revoked by the Member giving it at any time during the meeting for which it is effective, but it is not revoked by the Member's attendance at the meeting.
    [1967-71 By-Laws: "a general power of attorney for all business ... except amendments to the Constitution or Bylaws."]

  • (e) No person shall hold more than two proxies at a Business Meeting. It should be the responsibility of the person being given proxies to inform people giving the proxies if too many are in hand already. If a Member should receive more than two proxies, he or she can choose which they wish to exercise, transfer or void (if non-transferable). [8/94]

• 2.7 Except where superseded by these by-laws, meetings of the Membership shall be conducted according to the latest edition of Robert's Rules of Order, or according to such other rules as the Membership may adopt. So long as there are no objections, the presiding officer may relax the procedural formality of the meetings.

• 2.8 In the absence of both the President and the Vice-President at any meeting, the Membership shall elect a Temporary Chairman, who shall preside until the arrival of either the President or the Vice-President. Until the election of a Temporary Chairman, any Regular Member may preside. [3/71]

• 2.9 In the absence of the Clerk at any meeting, the presiding officer may appoint a Temporary Secretary, who shall perform the functions of the Clerk during that meeting. [3/71]

• 2.10 Except when the provisions of Section 8.4 have been invoked, whenever the Offices of President and Vice-President are both vacant, any other Officer may schedule a meeting of the Membership, and in the absence of any Officer, the Rules Committee or any member thereof may schedule a meeting, and in the absence of any member of the Rules Committee, any Regular Member may schedule a meeting. If the Office of Clerk is vacant, the person scheduling the meeting shall perform the functions of the Clerk in notifying the Members of the meeting. [3/71]