Bylaws of the Seismological Society of America
Approved April 2003
ARTICLE I Name, Principal Office, Purpose, and Restrictions
1.01 Name. The name of the association is Seismological Society of America, a California nonprofit public benefit corporation ("Society").
1.02 Principal Office. The Board of Directors ("Board") shall determine the location of the principal office of the Society.
1.03 Purposes. The purposes of the Society are:
a. Promote research in seismology, the scientific investigation of earthquakes, and related phenomena.
b. Promote public safety relating to earthquakes by all practical means.
c. Enlist the interest of engineers, architects, contractors, insurers, and property owners in the obligation to protect the community against disasters due to earthquake and earthquake fires by showing that it is reasonably practicable and economical to build for security.
d. Inform the public by appropriate publications, lectures, and other means to an understanding of the fact that earthquakes are dangerous chiefly because we do not take adequate precautions against their effects, whereas it is possible to insure ourselves against damage by proper studies of their geographic distribution, historical sequence, activities, and effects on buildings.
1.04 Restrictions. All policies and activities of the Society shall be consistent with the California Nonprofit Corporation Law under which the Society is organized and operated, and applicable tax-exemption requirements.
ARTICLE II Members
2.01 Membership Qualifications. Membership in the Society is extended to persons or firms involved in, or associated with, the purposes of the Society.
2.02 Regular Membership. Regular membership in the Society is extended to individuals who are substantially engaged in activities compatible with the purposes of the Society.
2.03 Corporate Membership. Corporate membership is extended to any business, firm, or corporation, institution, or individual whose business is involved in or interested in the purpose of the Society. Corporate members may designate a representative to cast a ballot in Society elections.
2.04 Student Membership. Student membership is extended to students at the undergraduate or graduate level who are interested in the purposes of the Society.
2.05 Honorary Membership. Honorary membership is reserved for recipients of the Medal, the Distinguished Service to the SSA Award, and existing Honorary Members on the date of the adoption of this section of the Bylaws. The Board by three-fourths vote may select honorary members. Honorary members shall be entitled to all the privileges of membership in the society.
2.06 Patrons. The Board may, by a three-fourths vote, confer the status of patron on any person who has donated substantial funds to the Society. A patron shall be entitled to all the privileges of membership of the Society.
2.07 Members in Good Standing. A member in good standing is one who has paid current dues and assessments.
2.08 Member Obligations to Follow Society Rules. Each member of this Society agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or voting members of the Society.
2.09 Termination. A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred: (a) resignation of member, (b) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (c) failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board; and (d) occurrence of any event that renders a member ineligible for membership.
2.10 Discipline. A member may be publicly reprimanded, fined, suspended, or terminated for cause by the Board. Cause shall include a failure, in serious degree, to observe the Society's rules of conduct as prescribed by the Board in these Bylaws or otherwise. The discipline shall occur only after the member has been given a fifteen-day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member's opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.
The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.
2.11 Member Liability. No member of the Society shall be personally or otherwise liable for any of the debts or obligations of the Society as specified in the California Nonprofit Corporation Law.
ARTICLE III Dues
3.01 Dues. The Board may set dues and fees, make assessments, and set the terms of payment.
3.02 Delinquency. The Board may suspend or terminate the membership of any member of the Society who is delinquent in dues, fees, or assessments as provided above.
3.03 Refunds. No dues will be refunded.
ARTICLE IV Membership Meetings
4.01 Annual Membership Meeting. The Society shall hold an annual meeting of the membership at the place and on the date that the Board determines. At the annual meeting, specified Directors shall be elected, the Board shall report the activities of the Society to the members, and other business shall be transacted as may be properly brought before the meeting.
4.02 Special Meetings. The President, the Board, or five percent or more of the members may call special meetings of the regular membership.
4.03 Notice. The Board must give Society members reasonable notice of all annual and special meetings. The notice shall include a description of the business to be discussed and shall be given at least ten days (but not more than ninety days) before the meeting.
4.04 Quorum, Voting. The presence of ten percent of the regular membership constitutes a quorum. Whenever a quorum is present, an act or decision made by a majority of the members is a valid act or decision. Proxy voting which conforms to the California Nonprofit Corporation Law is permitted at any meeting.
4.05 Action without a Meeting: Written Ballot. Any action which may be taken at a regular meeting of the members may be taken by conforming to the mail balloting procedure specified in the California Nonprofit Corporation Law.
ARTICLE V Board of Directors
5.01 Board of Directors. The Board is the governing body of the Society and has authority and is responsible for the supervision, control, and direction of the Society.
5.02 Numbers of Directors. The Board shall consist of from twelve to fourteen Directors who shall be members of the Society. Two Directors shall be the President and Vice-President elected by the Board and twelve Directors shall be elected by the members.
5.03 Term of Office. Directors elected by the members shall serve staggered terms of three years, with four terms expiring each year. No Director may be elected by the members to more than two successive terms.
5.04 Vacancies. If a member-elected Director leaves the Board for any reason before the end of that Director's normal term, the Board may appoint a member of the Society to fill the position for the unexpired portion of the term.
5.05 Meetings. The President, Vice-President, the Secretary, or any two Directors may call meetings of the Board. The Board shall hold its annual meeting at the time and place it selects and may hold other meetings each year at the times and places it selects.
5.06 Notice. The Board may hold regular meetings without notice if the time and place of such meetings is fixed by the Board and made known. The Board may hold special meetings upon four days' notice by first class mail or forty-eight hours' notice delivered personally or by telephone, electronic mail, or facsimile.
5.07 Quorum. A quorum of the Board shall be a majority of the number of Directors authorized in these Bylaws.
5.08 Board Action. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is a valid act or decision of the Board. Acts or decisions of the Board shall be reported to absent Board members within four months by mail, facsimile, or electronic mail.
5.09 Absence. If a Director is absent from two consecutive meetings, for reasons which the Board shall determine to be insufficient, his or her resignation shall be deemed to be tendered and accepted, and he or she shall be so notified.
5.10 Conduct of Meetings. Meetings shall be governed by Sturgis, The Standard Code of Parliamentary Procedure.
5.11 Action by Unanimous Written Consent without a Meeting. Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.
5.12 Board Rules and Regulations. The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable as to members, Directors, and officers.
ARTICLE VI Officers
6.01 Officers. The officers of the Society are President, Vice-President, Secretary, and Treasurer.
6.02 Qualifications. Officers must be members of the Society. No person may hold more than one office at the same time. All officers except the President may serve consecutive terms.
6.03 Selection and Term of Office. The officers shall be selected and may be removed by the Board and shall serve up to two-year terms.
6.04 Duties. The officers perform those duties that are usual to their positions and that are assigned to them by the Board, including those duties that are set forth in the position descriptions for each officer as adopted by the Board from time to time. In addition, the President acts as Chairman of the Board; the Vice-President acts in place of the President when the President is not available; and the Treasurer is the chief financial officer.
6.05 Vacancies. If a vacancy occurs in an officer position for any reason, the Board may appoint a member of the Society to fill the position for the unexpired portion of the term. If a vacancy occurs in the Presidency, the Vice-President acts until the President can be replaced by the Board. Persons elected to fill a vacated presidential term may succeed themselves.
ARTICLE VII Committees
7.01 Committees. The Board may create committees to which it may delegate various governance functions; the Board shall provide each such committee with a specific mission statement with a definition of the committee's authority.
7.02 Executive Committee. The Executive Committee shall consist of the President, Vice-President, and Secretary. The Executive Committee shall act in place and stead of the Board between Board meetings on all matters except those specifically reserved to the Board by these Bylaws and the California Nonprofit Corporation Law. The Executive Committee shall report its actions to the Board at the time and manner specified by the Board.
7.03 Meetings. All committee meetings shall conform to the requirements of these Bylaws respecting meetings of the Board with necessary changes in details.
ARTICLE VIII Sections
8.01 Section. A Section of the Society shall consist of an appropriate subgroup of members and shall be organized and operated subject to rules and regulations adopted by the Board.
ARTICLE IX Indemnification and Insurance
9.01 Indemnification. To the fullest extent permitted by the law, the Society shall defend, indemnify, and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on the Association's behalf. "Agent" for this purpose shall include Directors, officers, and employees.
9.02 Insurance. The Society may purchase and maintain insurance to the full extent permitted by the law to protect any agent against any liability asserted against the agent arising out of the agent's performance of duties.
ARTICLE X Amendment of Bylaws
10.01 Amendment of Bylaws. These Bylaws may be amended by the Board, provided that certain amendments to the Bylaws specified in the California Nonprofit Corporation Law, including those that materially and adversely affect the rights of members or change the authorized number of Directors, must be approved by the members.
ARTICLE XI Interpretation
11.01 Interpretation. These Bylaws constitute a written agreement between the Society and its members, Directors, and officers. The Bylaws should be interpreted in connection with the California Nonprofit Corporation Law which supplements and controls these Bylaws.