MIAMI INTERNATIONAL SCIENCE FICTION FILM FESTIVAL
A FLORIDA NONPROFIT CORPORATION
NAME AND MISSION
Miami International Science Fiction Film Festival, a 501c3 nonprofit, is a forum for inventive and imaginative filmmakers to showcase their extraordinary work. Miami’s only international science fiction film festival promises to enrich the community with diverse, award-winning films and a fun, immersive experience. Our purpose is to enrich the members and local community with fantastic and educational films. Miami is a unique location that has benefited from globalization. It is essential that its citizenry is educated and informed on the advancements society is making.
PURPOSE AND OBJECTIVES
The Miami International Science Fiction Film Festival honors the fantastic creator. The festival’s objective is to promote excellence within the film industry. The festival gets support from its staff, boards, and volunteers locally and/or internationally in better serving the public and each other’s missions. The festival showcases, preserves, and exhibits film and other art forms. It is an educational institution, research agency, cultural center, and community economic engine. The Festival will seek to advance its functions when possible. The festival can work with other festivals to increase a common core of knowledge and a sense of purpose to enhance its mission. The Festival can support opportunities for sound professional preparation. It can provide outlets for professional development and publication. The festival can participate in activities that promote the improvement of the festival with the observance of high standards of ethics. In announcing its purposes, the Festival will use its meetings, reports, papers, discussions, publications, social media, and other publicity and communication to increase and distribute knowledge of all matters about the Festival, its creators and encourage cooperation among film festivals, professionals, users, national and local governmental bodies and the general public. The purpose and objectives of the Festival shall be served through the guidance of the Board of Directors and Executive Committee.
FESTIVAL MEMBERSHIP, STAFF, OFFICERS
Section 3.1 Membership
The Festival may have members, staff, volunteers, and officers in such categories as specified in the Bylaws. The admittance and continued membership of all members shall be subject to rules as approved by the Board of Directors. Such rules may include annual dues and/or assessments for membership or affiliation.
Section 3.2 Right to Withdraw Membership
The Board of Directors may withdraw any member, staff, or official with the guidance of the Executive Committee for failure to pay annual dues or for due cause. Due cause shall be construed to mean the use of membership in the Festival to work for purposes inconsistent with the mission and objectives of the Festival and any standards that the Board of Directors may establish.
Section 3.3 Membership Eligibility
Membership shall be open to anyone defined by the Board of Directors that may re-establish from time to time. All Members of the Festival in good standing are eligible for election to the Board of Directors and to be elected as Officers of the Organization.
Section 4.1 Annual Meeting
The Festival shall hold its annual meeting during its annual event and open to all Members in good standing. The principal purpose of the Annual Meeting shall be to elect the Board of Directors, receive an update from the Board of Directors regarding the previous year’s activities, and discuss the Organization’s priorities, activities, and concerns for the year ahead. The date, hour, and location of the annual meeting and shall always occur during its annual event. No further notice is required.
Section 4.2 Special Meetings
The President of the Board of Directors may, from time to time, call for a Special Meeting of the Festival membership. The date and, hour, location, and call-in information shall be given by email no less than seven (7) days before the meeting. The notice for any special meeting must include the purpose of the meeting. No business may be transacted at a Special Meeting, which is not specified in the call for the meeting.
Section 4.3 Quorum
At Annual or Special meetings of the festival, at least 3 of the officers in good standing, represented in person or by proxy, shall constitute a quorum. All Members in good standing present at such meeting may vote on matters brought before that meeting. Members who vote by electronic mail or any other means of written or electronic transmission shall be deemed present in person. The affirmative vote of a majority of the voting Members present or represented by proxy at a meeting where a quorum is present is necessary to approve any matter voted on by the Members.
Section 4.4 Minutes
Minutes of Annual and Special Meetings will be recorded and kept by the Board of Directors. They shall be open to inspection by any Member in good standing of the Festival.
Section 4.5 Governing Procedures
Except as otherwise provided in the Bylaws, meetings of the Festival are to be conducted according to procedures specified in the then most recent edition of Robert’s Rules of Order.
THE BOARD OF DIRECTORS
Section 5.1 Purpose of Board
A Board of Directors shall govern the Festival. The Board of Directors shall have the authority to make policy for the Festival and to oversee managerial matters. The Board of Directors may adopt rules, regulations, and resolutions consistent with the Bylaws and may alter, amend, or repeal any rule, regulation, or resolution.
Section 5.2 Number of Directors
The Board of Directors shall consist of no fewer than three (3), and no more than twenty-one (21) members. Each Director shall be at least twenty-one (21) years of age and be a resident in the United States, Canada or Mexico. Each member of the Board of Directors shall have one vote.
Section 5.3 Nomination
Any person desiring to be elected to serve as a Director or to elect another person to serve as a Director of the Organization shall submit a nomination to the Board of Directors or to a Nominating Committee if such a Committee is established. If a Committee for such purpose is established, then that Committee shall accept and review nominations and determine which nominations shall be submitted to the membership of the Festival for a vote consistent with the nominations policy of the Organization. If there isn’t a committee, then the vote will be conducted by the board.
Section 5.4 Notice of Candidates
A list of the candidates selected to be considered for election to the Board of Directors shall be announced during the Annual Meeting.
Section 5.5 Petition
Any member in good standing may petition to nominate themselves or another person to be included on the ballot for election to the Board of Directors. Any such petition must be made during the Annual Meeting.
Section 5.6 Election
If no valid petitions are received, an uncontested election will result. The President of the Board of Directors shall cast a single ballot for a single slate, thereby completing the election. In the case of a contested election, ballots listing such candidates and those of any candidates nominated by petition shall be distributed to all members at least seven (7) days before such a meeting. The candidates for each position shall be listed on such ballots in alphabetical order with an indication of which candidates were nominated by the Nominating Committee and which by petition. Voting may be conducted by mail, fax, electronic mail, or any other means of electronic or faxed transmission as determined by the Board of Directors. In the event of a tie vote, the Board of Directors shall, by secret, written ballot at its next meeting, determine the winner from among those candidates in the tie position. Results of the elections of Officers and members of the Board of Directors shall be announced at the annual meeting directly following such elections. The Board of Directors is authorized to settle disputes that may arise under this section of the Bylaws.
Section 5.7 Tenure
The term of office of Directors shall renew at the end of three years. A Director may elect to take a break at any time. If such occurs, a replacement vote will take place during the time that director exits. Section 5.8 Ex Officio Members
The Organization may establish Ex Officio membership on the Board of Directors, either voting or non-voting, as the board determines, for good cause. Any Ex Officio membership so appointed shall be done to promote and advance the Organization’s outreach and financial interests.
Section 5.9 Vacancies
Newly created directorships resulting from an increase in the number of Directors or vacancies occurring in the board for any reason may be filled by a vote of the Board of Directors as set forth in Section 5.15, provided that such vacancies shall be filled by appointment only until the next regular election when candidates for the remainder of the unexpired terms shall be nominated and elected in the regular way or if there is an emergency / catastrophic event as described in section 5.
Section 5.10 Resignation and Removal
A Director may resign at any time by giving written notice to the Board, the President, Vice President, Secretary, or Treasurer of the Organization. Unless the notice specifies a later date, the resignation shall take effect upon receipt thereof by the board or such officer. The acceptance of the resignation shall not be necessary to make it effective. Directors may be required to meet specific standards of participation. Any Director may be removed at any time, with or without cause, upon a two-thirds vote of the Board of Directors.
Section 5.11 Regular Meetings
Annual meetings of the board shall be held. All regular board meetings may be conducted via telephone. In-person regular meetings may be conducted when proper notice is given, and a quorum of the Board of Directors can be present to participate. Suppose no quorum of the Board of Directors can be present to participate and/or in a time of an emergency. In that case, it may appropriately modify its meeting, quorum, and notice procedures.
Section 5.12 Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the request of the President, or any two Directors. All special meetings may be conducted via telephone. In-person special meetings may be conducted when proper notice is given and a quorum of the Board of Directors can be present to participate.
Section 5.13 Notice
Notice of the date, hour, and call-in information of any regular meeting should be noted in the minutes of the previous meeting. Additional notice shall be given by email no less than five days before the meeting. No further notice is required.
Section 5.14 Waiver of Notice
A Director who wishes to waive notice of a meeting must do so by email to the Board of Directors. Alternatively, a Director’s presence at, or participation in, a meeting waives notice unless the Director: (1) objects to holding the meeting and (2) abstains from voting at the meeting.
Section 5.15 Quorum and Voting
Three Directors or more in attendance shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The affirmative vote of a majority of the Directors present at which a quorum is present shall be the official act of the Board of Directors unless a greater number is required by law. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. A Director who is present at a meeting of the board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Director’s dissent shall be entered in the minutes of the meeting.
Section 5.16 Participation in Meetings
A Director may vote or act by proxy at any meeting of the board subject to the Board meeting attendance policy set forth in Section 5.11. Proxies may be solicited only by the Executive Committee. In the event of a vote by proxy, the proxies shall be submitted to the Board President or Secretary by email or in writing no less than 48 hours before the meeting. Directors may participate in any meeting by conference telephone or by any other means through which all Directors in attendance can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 5.17 Compensation
Directors shall not receive compensation for their services as such, although the reasonable expenses of Directors may be reimbursed by the Organization.
Section 5.18 Executive Committee
By one or more resolutions, the Board of Directors may designate from among its members an Executive Committee which may exercise all of the authority of the Board of Directors, except as prohibited by statute. Rules governing procedures for meetings of the Executive Committee of the Board shall be established by the Board of Directors, or in the absence thereof, by the Committee itself.