SECTION I: Name of the Organization

The name of this organization shall be the Science Fiction and Fantasy Convention of Chattanooga, Ltd., hereinafter referred to as the SF&FCC.

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SECTION II: Duration of the Organization

This corporation shall exist perpetually unless otherwise provided for in the CHARTER and BYLAWS of the SF&FCC.

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SECTION III: Business Office of the Organization

The principal business office of the SF&FCC shall be:

8514 Dunnhill Lane 

in the municipality of Hixson,

in the county of Hamilton,

in the state of Tennessee.

The principal business agent of the SF&FCC shall be specified in the Bylaws of the SF&FCC.

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SECTION IV: Type of Organization

The SF&FCC shall be organized as a not-for-profit corporation under the laws of the State of Tennessee. Federal income tax exemption as a literary, educational, or charitable group shall be obtained under the Internal Revenue Code, Section 501(c)(3), or such future act as may replace it.

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SECTION V: Purpose of the Organization

The purposes of the SF&FCC shall include:

1. The principal activity of the SF&FCC shall be the sponsorship and operation of an annual Science Fiction & Fantasy Convention to be held in Chattanooga, Tennessee, to be called LibertyCon;

2. The sponsorship and operations of conventions for the benefit of all persons interested in Science Fiction Literature, Fantasy Literature, Art, and other related fields;

3. The publication of such materials as may further the above purpose or provide general information to the group defined in paragraph two of this Section;

4. Conduct of any other lawful arrangements for the above defined group;

5. Conduct of Fund Raising events for charitable activities;

6. The acquisition, operation, and subsequent disposal of such real and personal property as may be conducive to the furtherance of the above purposes by purchase, lease, rental, charter, or other legal methods.

SECTION VI: Membership in the Organization

This corporation shall have no members.

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SECTION VII: The Directors of the SF&FCC shall be

• Item 1: A Chairperson who shall:

  1. Call and preside at meetings of the SF&FCC,

  2. Create and Staff such committees as he/she may deem necessary subject to the approval of the Board,

  3. Serve as the Chief Executive Officer and Chief Operating Officer of the SF&FCC subject to the limitations imposed by the Charter and Bylaws,

  4. Serve as liaison between SF&FCC and other groups of similar purpose,

  5. Be the chief signatory on all contracts and letters of intent entered into by the SF&FCC,

  6. Serve as the historical repository of all records (both financial and non-financial) more than two years old,

  7. Oversee the audit of the books of the SF&FCC.

• Item 2: A Vice Chairperson who shall:

  1. Discharge the duties of the Chairperson at any meeting when the Chairperson is not present,

  2. Discharge the duties of the Chairperson as directed by the Chairperson,

  3. Act as an assistant to the Chairperson as directed by the Chairperson.

• Item 3: A Treasurer who shall:

  1. Serve as the repository of all financial records of the SF&FCC,

  2. Keep and report timely books of account for the SF&FCC,

  3. Maintain accounts of deposit (both time and demand) at recognized fiduciary institutions,

  4. File and record such State and Federal forms as may be required of the SF&FCC under State and Federal Regulations and Laws,

  5. Administer the submission, presentation, adoption, and maintenance of an operating budget,

  6. Prepare and present the annual financial report at the first GENERAL BUSINESS MEETING of the fiscal year,

  7. In general, perform all routine financial transactions of the SF&FCC.

Item 4: A Secretary who shall:

1. Serve as the repository of all non-financial records of the SF&FCC,

2. Be responsible for ensuring timely notice of all meetings to be given to interested parties,

3. Prepare and report timely written minutes of all meetings of the Board of Directors,

4. Handle all correspondence not handled by another Director as directed by the Chairperson,

5. Prepare and distribute the agendas for all meetings of the Board,

6. Organize, maintain, and present operations manuals necessary for the conduct of business of the SF&FCC,

7. Maintain a Roster of Directors with their names, dates of expiration of terms, legal addresses, and their record of attendance at all meetings.

• Item 5: An Alternate Treasurer who shall:

  1. Perform the duties of the Treasurer in the absence of the Treasurer at meetings of the Board of the SF&FCC,

  2. Serve as the assistant to the Treasurer for special projects as directed by a majority vote of the whole of the Board of Directors of the SF&FCC.

• Item 6: An Alternate Secretary who shall:

  1. Perform the duties of the Secretary in the absence of the Secretary at meetings of the Board of the SF&FCC,

  2. Serve as the assistant to the Secretary for special projects as directed by a majority vote of the whole of the Board of Directors of the SF&FCC.

• Item 7: There may be two additional Directors-at-Large for the SF&FCC.

• Item 8: No Director shall hold more than one office as specified in Items 1 through 6 of this Section.

• Item 9: Additional duties, responsibilities, and limitations of the Directors of the SF&FCC shall be specified in the Bylaws of the SF&FCC.

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SECTION VIII: Voting

• Item 1: Each Director shall have one vote at meetings of the Board. Each vote shall be cast in the form required for that item of business.

• Item 2: Proxies with or without specific instructions shall be allowed, provided the Director authorized to vote such proxy is so authorized in writing by the proxy-giving whole of the Directors with no proxies allowed in such vote.  Proxies must be voted as directed by written instructions if so given (or the Secretary shall record it as so voted, anyway). No Director shall be allowed to vote more than one Proxy.

• Item 3: Proxies can only be given by a Director of the SF&FCC to another Director of the Board of the SF&FCC. No other persons are allowed to hold proxies for this corporation.

• Item 4: The “whole” shall mean the “whole number of Directors.”

• Item 5: Unless otherwise specified in this Charter, a simple majority of the voting Directors by show of hands shall be required for the passage of any matter submitted to vote.

• Item 6: In all matters where there are more than two alternatives, the voting method will be agreed upon by a majority of the Directors of the Board of the SF&FCC prior to the vote.

• Item 7: Election of the Directors to the offices specified in Section VII, Items 1 through 6, must be by a majority of the whole of the Board. Only Directors of the SF&FCC may hold office in this corporation.

• Item 8: For a person to be elected to fulfill the remaining term of a departing Director of the Board of the SF&FCC, that person must be nominated and elected to that position by a majority of the whole of the remaining Directors of the Board of the SF&FCC.

• Item 9: If any Director requests a secret ballot on any business or motion before the Board of Directors of the SF&FCC, that vote shall be held by secret ballot.

• Item 10: Unless otherwise specified in this Charter, voting on all other matters shall be in the form appropriate to the motion as prescribed in the latest revision of ROBERT’S RULES OF ORDER, which shall be the Parliamentary Authority of the SF&FCC.

SECTION IX: Election and Terms of Office and Service

• Item 1: Each officer shall serve in an office as specified in Section VII, Items 1 through 6, starting at the end of the ANNUAL AND GENERAL ELECTION MEETING of the Board of Directors of the SF&FCC, and ending at the adjournment of the ANNUAL AND GENERAL ELECTION MEETING three years later.

• Item 2: The Secretary shall notify all Directors not more than sixty (60) days and not less than ten (10) days before the ANNUAL AND GENERAL ELECTION MEETING at the time, place, and purpose of this meeting, except as otherwise provided by the laws of the State of Tennessee.

• Item 3: Nominations for offices as specified in Section VII, Items 1 through 6, shall be at the election meeting itself.

• Item 4: Incumbent officers as specified in Section VII, Items 1 through 6, will be considered to be automatically nominated for their previously held offices unless the incumbent officer refuses the nomination. If the incumbent officer is without opposition, he/she is considered to be reelected unanimously to the incumbent position.

• Item 5: There shall be no limit to the number of reelections to office as specified in Section VII, Items 1 through 6.

• Item 6: Each Director’s term of service with the Board of Directors of the SF&FCC will be for a period of three (3) years. At the end of his/her three (3) year term of service, the Director may request the Board of Directors of the SF&FCC for an additional three (3) year extension to his/her term of service at the ANNUAL AND GENERAL ELECTION MEETING. For the extension to be granted, the Director must receive an affirmative vote from a majority of the whole of the Board of Directors of the SF&FCC. The affected Director may vote on this decision for extension. There shall be no limit on the number of extensions that can be granted by the Board of Directors of the SF&FCC.

• Item 7: If a Director fails to receive approval for his/her request for an extension of his/her term of service, that Director will vacate the Directorship at the conclusion of the unsuccessful vote. At that time, the vacancy thus created may be filled immediately.

• Item 8: If a Director’s position on the Board of Directors of the SF&FCC becomes vacant due to death, resignation, failure to receive an extension, or removal from the Board, the remaining Directors on the Board may elect to fill the remaining term of service of the departing Director, Section VIII, Item 8 of this Charter governs the election of the new Director to the Board of Directors of the SF&FCC.

• Item 9: A roster of Directors shall be maintained by the Secretary, as stated in Section VII, Item 4. This Roster shall be closed thirty (30) days before the ANNUAL AND GENERAL ELECTION MEETING or any meeting at which amendments are to be voted upon.

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SECTION X: Removal of a Director from the Board

• Item 1: A Director may be removed from the Board of Directors of the SF&FCC for any one of the following reasons:

  1. Proven inability to serve,

  2. Repeated absence from meetings of the Board,

  3. Malfeasance,

  4. Misfeasance,

  5. Failure to comply with the Charter of the SF&FCC,

  6. Failure to comply with the Bylaws of the SF&FCC,

  7. Physical or mental disability.

• Item 2: Specific grounds for establishing inability to serve or repeated absence from meetings may be defined in the Bylaws, without thereby excluding others.

• Item 3: The procedure for removing a Director from the Board of Directors of the SF&FCC is specified as follows;

  1. A Director must present a written motion to investigate the conduct of the allegedly offending Director,

  2. This motion must be seconded in writing by another Director,

  3. The Chairperson shall then create and appoint a committee of three (3) Directors to investigate the conduct of the allegedly offending Director and this committee shall not include the complainant or the defendant,

  4. If the committee can find no grounds for the alleged misconduct, then the committee shall present its finding to the Board of Directors at the next GENERAL BUSINESS MEETING,

  5. If the committee does find grounds to support the allegations against the allegedly offending Director, then the committee will prepare a written report of its findings, which shall constitute a recommendation to remove the Director whose conduct is in question, to be presented at the next GENERAL BUSINESS MEETING,

  6. Prior to the presentation of the written report by the committee, the Chairperson will call the meeting into Executive Session, where only the Directors of the SF&FCC will be allowed to participate,

  7. After the presentation of the written report by the committee, the Chairperson shall entertain a motion to adopt the recommendation of the committee,

  8. After this motion has been properly seconded, the Board of Directors will discuss the business at hand,

  9. If during the course of the discussion a question or questions arise in the minds of the Directors, witnesses can be called to clarify the question(s), but these witnesses cannot enter into the discussion,

  10. After the discussion period has been completed, the motion will be voted on by the Board of Directors of the SF&FCC,

  11. To remove a Director from the Board of the SF&FCC, a majority of the whole must vote for the motion.

SECTION XI: Meetings

• Item 1: There shall be one ANNUAL AND GENERAL ELECTION MEETING of the SF&FCC to be held in the month of September at a time and place to be fixed by the Board of Directors of the SF&FCC. The principal business of the Board of Directors at this meeting is: (1) the consideration of the extension of a Director’s term of service as specified in Section IX, Item 6 & (2) the election of the officers as specified in Section IX, Item 1.

• Item 2: GENERAL BUSINESS MEETINGS of the Board of Directors of the SF&FCC may be called from time to time as may be deemed appropriate. Such meetings may be called by the Chairperson with concurrence of any two (2) Directors. The interested parties must be notified of these GENERAL BUSINESS MEETINGS, not more than sixty (60) days or less than ten (10) days prior to these meetings being held.

• Item 3: SPECIAL BUSINESS MEETINGS of the Board of Directors of the SF&FCC may be called infrequently to handle business matters that come up on short notice. Such meetings may be called by the Chairperson with concurrence of any two (2) Directors. The Chairperson shall attempt to notify all Directors in person or by phone of the time and place of the meeting. A quorum of the Board of Directors must be present at this meeting to be considered a SPECIAL BUSINESS MEETING, otherwise, Item 4 of this Section is applicable to such a meeting.

• Item 4: EMERGENCY BUSINESS MEETINGS of the Board of Directors of the SF&FCC may be called by either the Chairperson with the concurrence of any one (1) Director or by any other three (3) Directors to handle the necessary business of the SF&FCC. Written minutes shall be kept of the EMERGENCY BUSINESS MEETING and shall be presented at the next GENERAL BUSINESS MEETING or the ANNUAL AND GENERAL ELECTION MEETING, whichever comes first. All actions approved within the EMERGENCY BUSINESS MEETING must be ratified by a majority of the whole of the Board of Directors of the SF&FCC at the next GENERAL BUSINESS MEETING. If the actions approved within the EMERGENCY BUSINESS MEETING are not ratified by the Board of Directors of the SF&FCC, then all Directors participating in that meeting who voted for the action will be held equally responsible.

• Item 5: Minutes of the meetings of the Board of Directors of the SF&FCC, as specified by Items 1, 2, and 3 of this section, shall be recorded by the Secretary or the Alternate Secretary in the absence of the Secretary. A designated person will be appointed at an EMERGENCY BUSINESS MEETING to record the minutes of that meeting. All minutes will be copied at the expense of the SF&FCC and distributed by the Secretary to all Directors at the next GENERAL BUSINESS MEETING. The minutes shall be reviewed and any necessary amendments made at that meeting before they are considered approved. The Secretary shall mail a copy of the amended minutes to any Director not present at that GENERAL BUSINESS MEETING.

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SECTION XII: Fiscal Year

The Fiscal Year of the SF&FCC shall begin October 1st of each year and shall end September 30th of the following year.

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SECTION XIII: Non-Discrimination

The SF&FCC shall not discriminate on the basis of Age, Sex, Race, Color, Creed, Place of National Origin, Sexual Orientation, Gender Identity, or Political Affiliation, in any way.

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SECTION XIV: Bylaws

The Board of Directors shall cause to be created such BYLAWS as they deem necessary for the operation of the SF&FCC.

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SECTION XV: Amendments to the Charter

• Item 1: Amendments to this Charter may be proposed by any Director at any meeting of the Board of Directors at which a quorum is present. The amendment must be in writing and shall bear the signatures of the Proposer and at least two (2) seconders, who must be Directors. The Proposer shall ensure that there is a copy of the proposed Amendment for each Director and that each copy is clearly readable. The Proposer shall present the original of the Amendment to the Secretary.

• Item 2: All Amendments shall be debated at the meeting at which they are proposed.

• Item 3: The Chairperson shall schedule a GENERAL BUSINESS MEETING within a thirty-one (31) day period of the meeting at which the Amendment was proposed. Other business may be transacted at this called meeting.

• Item 4: It shall require a two-thirds (2/3) majority vote of the whole of the Board of Directors of the SF&FCC to ratify the proposed Amendment to this Charter. The proposed Amendment will be ratified or defeated at the GENERAL BUSINESS MEETING that was called to consider the amendment. No amendment once defeated may be reintroduced at the same meeting at which it was defeated.

• Item 5: All amendments shall become effective at the close of the meeting at which they are ratified unless the amendment contains a later-implementation clause. No amendment shall be effective retroactively.

• Item 6: The Business Agent of the SF&FCC shall file the amended Charter of the SF&FCC with the State of Tennessee within thirty (30) days after the ratification of the new amendment.

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SECTION XVI: Not-For-Profit Statement

• Item 1: This Corporation being organized as not-for-profit, no proceeds of the activities of the SF&FCC shall inure to the benefit of any Director or employee of this corporation.

• Item 2: The word “proceeds” shall not be construed to include obligations of the SF&FCC, including salaries and payments for legitimate expenses incurred by the Directors or employees of the SF&FCC. Nor shall it include earnings retained by the Board as appropriate income (which is considered the operating fund for future activities).

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SECTION XVII: Prohibited Activities

• Item 1: The SF&FCC shall take no part in any activities that attempt to influence legislation. Nor shall the SF&FCC participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office.

• Item 2: The SF&FCC shall not engage in any activities not permitted a corporation under Section 501(c)(3) of the Internal Revenue Code of 1954, as currently amended, or any such future Code as amends or replaces it.

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SECTION XVIII: Dissolution of the Organization

• Item 1: In the event of the dissolution of the SF&FCC, after all obligations have been satisfied, all remaining assets shall be liquidated and all funds shall be donated to the St. Jude Children’s Research Hospital in Memphis, Tennessee, and/or such other qualified charities as the Board of Directors of the SF&FCC may select. These charities must meet the requirements of IRS Code Section 501(c)(3).

• Item 2: Dissolution shall be automatic if there has been no LibertyCon, Science Fiction and Fantasy Convention of Chattanooga, Ltd., for two (2) consecutive calendar years, unless a 2/3 majority vote of the Board of Directors votes for continuation due to extraordinary circumstances.

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SECTION XIX: Titles, Sections, and Item Numbers

All titles, sections, and item numbers are for the purpose of reference only and do not constitute a part of this charter.