BYLAWS of Eastern Section Seismological Society of America
ARTICLE I
Name, Principal Office, Purpose, and Restrictions
1.01 Name. The name of the association is Eastern Section Seismological Society of America, a California nonprofit public benefit corporation (“Eastern Section SSA”).
1.02 Principal Office. The Board of Directors (“Board”) shall determine the location of the principal office of the Eastern Section SSA.
1.03 Purposes. The Eastern Section SSA is a separately incorporated technical section of the Seismological Society of America (“SSA”). It is focused on advancing the science of the seismology of Eastern North America and intraplate seismology.
1.04 Restrictions. All policies and activities of the Eastern Section SSA shall be consistent with the California Nonprofit Corporation Law under which the Eastern Section SSA is organized and operated, and applicable tax-exemption requirements.
1.05 Affiliation Agreement. The Eastern Section SSA is a separately incorporated technical section of SSA. SSA and the Eastern Section desire to define and clarify their relationship by means of an Affiliation Agreement and the Eastern Section SSA shall in good faith take all necessary action to finalize the Affiliation Agreement.
ARTICLE II
Members
2.01 Membership Qualifications. Membership in the Eastern Section SSA is extended to individuals who are members of SSA and substantially engaged in activities compatible with the purposes of the Eastern Section SSA.
2.02 Member in Good Standing. A member in good standing is one who has paid current dues and assessments in both SSA and the Eastern Section SSA.
2.03 Member Obligations to Follow Eastern Section SSA Rules. Each member of this Eastern Section SSA agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board or voting members of the Eastern Section SSA.
2.04 Termination of Membership. A membership may 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.
2.05 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 Eastern Section SSA’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.
2.06 Member Liability. No member of the Eastern Section SSA shall be personally or otherwise liable for any of the debts or obligations of the Eastern Section SSA 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 Eastern Section SSA 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 Eastern Section SSA 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 Eastern Section SSA 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 Eastern Section SSA 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. A quorum shall consist of the voting members of the Eastern Section SSA present in-person or by proxy. The members present at a meeting at which a quorum is initially present may continue to transact business until adjournment, even if some members withdraw from the meeting, leaving less than a quorum, if any action taken is approved by at least a majority of the members required for a quorum.
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.
4.06 Electronic Meetings. Membership meetings may be held by utilizing electronic equipment, but only if such meetings are held pursuant to applicable Board policies and procedures in accordance with then current law.
4.07 Conduct of Meetings. Meetings shall be governed by Sturgis, The Standard Code of Parliamentary Procedure.
ARTICLE V
Board of Directors
5.01 Board of Directors. The Board is the governing body of the Eastern Section SSA and has authority and is responsible for the supervision, control, and direction of the Eastern Section SSA.
5.02 Numbers of Directors. The Board shall consist of five Directors who shall be members of the Eastern Section SSA. Four Directors shall be officers of the section, as follows: President, Vice-President, Secretary, and Treasurer A fifth Director may be any member in good standing of the Eastern Section SSA. Historically, the fifth member has been the immediate past president.
5.03 Term of Office. Directors serve terms of two years which shall begin immediately following the annual meeting at which Directors are elected, and shall last until their successors are elected and qualified, or until their earlier resignation, removal or death. Election of Directors shall occur in odd-numbered years.
5.04 Vacancies. If a Director leaves the Board for any reason before the end of that Director’s normal term, the Board may appoint a member of the Eastern Section SSA 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 Electronic Meetings. Meetings of directors may be held utilizing electronic communications equipment, but only if such meetings are held pursuant to applicable Board policies or procedures and in accordance with then current law.
5.10 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.
5.11 Conduct of Meetings. Meetings shall be governed by Sturgis, The Standard Code of Parliamentary Procedure.
5.12 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.
5.13 Board Policies and Procedures. The Board may adopt policies and procedures 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 Eastern Section SSA are President, Vice-President, Secretary, and Treasurer.
6.02 Qualifications. Officers must be members of the Eastern Section SSA. No person may hold more than one office at the same time.
6.03 Election and Term of Office. The officers shall be elected at the annual meeting of the membership and shall serve two years.
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 Chair 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 Eastern Section SSA 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 selected 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 and with a definition of the committee’s authority.
7.02 Committee Meetings. All committee meetings shall conform to the requirements of these Bylaws respecting meetings of the Board with necessary changes in details.
ARTICLE VIII
Executive Director
8.01 Executive Director: The Board of Directors may retain an Executive Director, who may be an independent contractor, and specify the terms and conditions of the position by written agreement.
ARTICLE IX
SSA Logo
9.01 SSA Logo: The Board shall adopt policies and procedures, which define the proper use of the SSA seal or logo by the Eastern Section SSA.
ARTICLE X
Use of Funds
10.01 Use of Funds: The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member of the Eastern Section SSA or to the benefit of any private person.
ARTICLE XI
Indemnification and Insurance
11.01 Indemnification. To the fullest extent permitted by the law, the Eastern Section SSA 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.
11.02 Insurance. The Eastern Section SSA 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 or may request that the national Society provide such coverage.
ARTICLE XII
Amendment of Bylaws
12.01 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 XIII
Dissolution
13.01 Dissolution. Upon the dissolution of winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for public or charitable purposes and which has established its tax exempt status under Section 501(c)(3), Internal Revenue Code.
ARTICLE XIV
Interpretation
14.01 Interpretation. These Bylaws constitute a written agreement between the Eastern Section SSA 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.