Bylaws of the
Seismological Society of America
A California Nonprofit Public Benefit Corporation
ARTICLE I Name, Principal Office, Purpose, and Restrictions
1.01 Name. The name of the association is Seismological Society of America ("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 purpose of the Society is to advance seismology and the understanding of earthquakes for the benefit of society.
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 organizations involved in, or associated with, the purposes of the Society as follows:
(a) Regular Membership. Regular membership in the Society is extended to individuals who are substantially engaged in activities compatible with the purposes of the Society.
(b) Corporate Membership. Corporate membership is extended to any business, firm, or corporation, institution, or individual whose business is involved in or supportive of the purpose of the Society. Corporate members may designate a representative to cast a ballot in Society elections.
(c) Student Membership. Student membership is extended to students who are interested in the purposes of the Society.
(d) Honorary Membership. Honorary membership is reserved for recipients of the Reid 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.
(e) 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.
2.02 Members in Good Standing. A member in good standing is one who has paid current dues and assessments.
2.03 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.
2.04 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; (d) occurrence of any event that renders a member ineligible for membership; and (e) the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, under Section 2.5 of these Bylaws, that the member has failed in a material and serious degree to observe the Society’s rules of conduct, or has engaged in conduct materially and seriously prejudicial to the corporation’s purposes and interests.
2.05 Procedures for Termination or Suspension of Membership. If grounds appear to exist for suspending or terminating a member under Section 2.04 of these Bylaws, the following procedure shall be followed:
(a) The Board shall give the member at least 15 days prior notice of the proposed suspension or termination and the reasons for the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member’s last address as shown on the corporation’s records.
(b) The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee or person authorized by the Board to determine whether the suspension or termination should occur.
(c) The Board, committee, or person shall decide whether the member shall be suspended, expelled, or sanctioned in any way. The decision of the Board, committee, or person shall be final.
(d) Any action challenging an expulsion, suspension, or termination of membership, including a claim alleging defective notice, must be commenced within one year after the date of the expulsion, suspension, or termination.
2.06 Member Liability. No member of the Society shall, as such, be personally or otherwise liable for any of the debts or obligations of the Society as specified in the California Nonprofit Public Benefit Corporation Law.
2.07 Nonvoting “Members”. The Board may, in its discretion, admit individuals to one or more classes of nonvoting members and refer to such individuals as “members” even though they are not members within the meaning of Section 5056 of the California Nonprofit Corporation Law and Section 2.01 of these Bylaws. Such class or classes of nonvoting members shall have such rights and obligations as the Board finds appropriate.
ARTICLE III Membership 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 under Section 2.04, and subject to Section 2.05, of these Bylaws.
3.03 Refunds. No dues will be refunded after the start of membership for which such dues were paid.
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, 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 membership.
4.03 Notice. Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given under Section 4.03 of these Bylaws, to each member entitled to vote at that meeting. The notice shall specify the place, date, and hour of the meeting, and the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate in the meeting. For the annual meeting, the notice shall state the matters that the Board, at the time notice is given, intends to present for action by the members. For a special meeting, the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given.
(a) Approval by the members of any of the following proposals, other than by unanimous approval by those entitled to vote, is valid only if the notice or written waiver of notice states the general nature of the proposal or proposals:
(i) Removing a director without cause;
(ii) Filling vacancies on the Board;
(iii) Amending the Articles of Incorporation (the “Articles”);
(iv) Electing to wind up and dissolve the corporation;
(v) Approving a contract or transaction between the corporation and one or more directors, or between the corporation and any entity in which a director has a material financial interest; or
(vi) Approving a plan of distribution of assets, other than money, not in accordance with liquidation rights of any class or classes as specified in the Articles or Bylaws, when the corporation is in the process of winding up.
(b) Notice of any meeting of members shall be in writing and shall be given at least 10 but no more than 90 days before the meeting date. The notice shall be given either personally or by first-class, registered, or certified mail, or by other means of written communication, charges prepaid, and shall be addressed to each member entitled to vote, at the address of that member as it appears on the books of the corporation or at the address given by the member to the corporation for purposes of notice. If no address appears on the corporation’s books and no address has been so given, notice shall be deemed to have been given if either (i) notice is sent to that member by first-class mail or facsimile or other written communication to the corporation’s principal office; or (ii) notice is published at least once in a newspaper of general circulation in the county in which the principal office is located.
(c) Notice given by electronic transmission by the corporation shall be valid only if consistent with Article XII, Sections 12.01 and 12.02 of these Bylaws.
(d) Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation after either of the following: (i) the corporation is unable to deliver two consecutive notices to the member by that means or (ii) the inability so to deliver the notices to the member becomes known to the Secretary or any other person responsible for the giving of the notice.
(e) An affidavit of the mailing of any notice of any members’ meeting, or of the giving of such notice by other means, may be executed by the Secretary or any transfer agent of the corporation, and if so executed, shall be filed and maintained in the corporation’s minute book.
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 Public Benefit Corporation Law is permitted at any meeting.
4.05 Action without a Meeting: Written Ballot. Any action that may be taken at a regular meeting of the members may be taken by conforming to the mail balloting procedures specified in the California Nonprofit Public Benefit 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 fifteen Directors who shall be members of the Society. The Vice President, President and Past President shall serve as ex-officio Directors. The remaining directors shall be elected by the membership.
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 then in office.
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 two months by mail, facsimile, or electronic mail.
5.09 Absence. If a Director is absent from two consecutive meetings, for reasons that the Board shall determine to be insufficient, his or her resignation shall be deemed to be tendered and accepted (i.e., he or she shall be automatically removed by operation of these Bylaws), and he or she shall be so notified.
5.10 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 Directors shall individually or collectively consent in writing to such action in the manner specified in the California Nonprofit Corporation Law.
5.11 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, Past 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, Vice President and Past President as provided in Section 6.03 of these Bylaws, may serve consecutive terms.
6.03 Selection and Term of Office. The Board shall select an individual each year to serve as Vice President, Secretary and Treasurer, respectively. The individual selected as Vice President shall serve a three-year term whereby he or she shall serve as Vice President in year one, President in year two, and Past President in year three; provided, however, that such individual may not be selected to serve a consecutive three-year term as Vice President, President, and Past President, respectively. The Secretary and Treasurer shall serve a term of one year.
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 a chairman of the board; the Vice President or Past President, in that order of priority, 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 (including removal by the Board), 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 shall immediately assume the office of President for the unexpired portion of the term as well as serve the full one-year succeeding term as President. 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 any person who is or was a Director, officer, employee or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation.
9.02 Insurance. The Society may purchase and maintain insurance to the fullest 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 to the Society.
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 Public Benefit 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 Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the General Provisions of the California Nonprofit Corporation Law and in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws.
ARTICLE XII Electronic Communications
12.01 An electronic transmission by the corporation shall be valid only if:
(a) Delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation; (ii) posting on an electronic message board or network that the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it; or (iii) other means of electronic communication;
(b) To a recipient who has provided an unrevoked consent to the use of those means of transmission for communications; and
(c) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
12.02 Notwithstanding the foregoing, an electronic transmission by the corporation to an individual member who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that person's capacity as a member shall be authorized only if the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (i) any right of the recipient to have the record provided or made available on paper or in nonelectronic form; (ii) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the corporation; and (iii) the procedures the recipient must use to withdraw consent.
12.03 An electronic transmission to the corporation shall be valid only if:
(a) Delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the corporation has provided from time to time to members and directors for sending communications to the corporation, (ii) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (iii) other means of electronic communication;
(b) As to which the corporation has placed in effect reasonable measures to verify that the sender is the member (in person or by proxy) or director purporting to send the transmission; and
(c) That creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
CERTIFICATE OF SECRETARY
The undersigned hereby certifies that:
1. I am the duly elected and acting Secretary of the Seismological Society of America, a California nonprofit public benefit corporation; and
2. 2. The foregoing Bylaws consisting of  pages constitute the Restated Bylaws of such corporation as duly adopted by the Board of Directors on September 5, 2012, approved by the membership on January 4, 2013 and have not been amended or modified since such date.
IN WITNESS WHEREOF, I have executed this Certificate as of this January 4, 2013.
Keith L. Knudsen, Secretary