|
Bylaws
ARTICLE I
Objective
The objective of the
Earthquake Engineering Research Institute shall be to reduce earthquake risk by
advancing the science and practice of earthquake engineering by improving
understanding of the impact of earthquakes on the physical, social, economic,
political and cultural environment, and by advocating comprehensive and
realistic measures for reducing the harmful effects of earthquakes.
ARTICLE II
Corporate Powers
The corporate powers,
business and property of the Institute shall be vested in and exercised,
conducted and controlled by a Board of nine (9) Directors, each of whom shall
be a voting member of the Institute.
ARTICLE III
Officers and Directors
Section 1 The officers
of the Institute shall consist of a President, a President-Elect or a
Past-President, one Vice President, and a Secretary/Treasurer.
Section 2 The Board of
Directors of the Institute shall consist of nine (9) members, who shall include
the President, President-Elect or Past-President, the Secretary/Treasurer, and
six (6) other Directors, one of who shall serve as Vice President.
Section 3 The
President-Elect shall be elected biennially, following the procedure outlined
in Article VII. The President-Elect shall serve the Institute for a term of
four years as follows: one year as President-Elect, two years as President and
one year as Past-President.
Section 4 Each Director
shall be elected to a term of office of three (3) years. Two Directors shall be
elected each year following the procedures outlined in Article VII. All elected
Directors shall be ineligible to succeed themselves.
Section 5 The Board of
Directors, shall elect The Vice President from the six (6) Directors currently
holding office, excluding the President, President-Elect, Past-President, or
Secretary/Treasurer. The term of office shall be one year and the Vice
President shall be eligible to serve for more than one term.
Section 6 The
Secretary/Treasurer shall be elected annually by the Board and must be a member
of the Institute. The term of office shall be one year, with a maximum of six
consecutive terms for the same individual.
Section 7 The term of
office for all members of the Board of Directors, except for the
President-Elect (Section 3) and the Secretary/Treasurer (Section 6), shall be
three (3) years or such lesser period as the Bylaws may provide, but members of
the Board may continue to act until their successors are elected and officially
take office.
Section 8 The term of
office for each member of the Board of Directors, except the
Secretary/Treasurer, shall begin at the Annual Meeting of the Board of
Directors (Article XII, Section 1[a]) immediately following that Director’s
election. The Secretary/Treasurer’s term of office shall begin immediately
following the Secretary/Treasurer’s election by the Board.
Section 9 If the Board
approves the hiring of an agent or employee to serve as Executive Director, the
duties of that position shall be to manage the affairs of the Institute under
the direction of the Board. The Executive Director shall serve at the pleasure
of the Board and may be terminated by the Board at the Board's sole discretion.
The Board may delegate to the Executive Director the authority to sign
contracts, hire and terminate employees, have signatory authority over bank
accounts, and represent the interests of the Institute in dealings with funding
agencies or others.
ARTICLE IV
Powers and Duties of Directors
The powers and duties
of the Board of Directors are:
(a) To elect the Vice
President and the Secretary/Treasurer.
(b) To appoint and
remove at pleasure all agents and employees of the Institute, other than the
Directors, prescribing such duties for them as may not be inconsistent with law
and these Bylaws, fix their compensation, and require from them security for
faithful service.
(c) To conduct, manage
and control the affairs and business of the Institute, and to make such
regulations therefore, not inconsistent with law and these Bylaws.
(d) To approve and
admit members of all classes as defined hereafter.
(e) To borrow money and
incur indebtedness for the purpose of the Institute and to cause to be executed
and delivered therefore, in the corporate name, promissory notes and other
evidences of debt.
(f) To collect, and
provide for the collection of, dues or assessments in accordance with the
provisions of these Bylaws.
(g) Generally, to
transact all the affairs of this Institute.
ARTICLE V
Executive Committee
The Executive Committee
shall be composed of the four officers of the Institute (Article III, Section
1) and the Executive Director. The President shall serve as Chairperson.
The Executive Committee
may act on behalf of the Board of Directors between meetings of the Board when
circumstances require. The actions of the Executive Committee shall be reported
to the Board at the next meeting of the Board. Meetings of the Committee may be
called by the President or by two (2) members of the Committee. Three (3)
members shall constitute a quorum of the Committee.
ARTICLE VI
Vacancies in the Presidential Offices
and Board of Directors
Section 1 A vacancy
shall be deemed to have occurred whenever a President or Director dies, or
resigns, either by presenting his written resignation to the Board or by
presenting such resignation orally at any meeting of the Board, or by judgment
of a competent court is declared incompetent or insane, or whenever any vacancy
is created in accordance with any law of the State of California.
Section 2 Whenever a
vacancy occurs in the office of President:
(a)
The President-Elect, if there be one in office, shall immediately assume the
office of President.
(b) If no President-Elect is in office, the Vice President shall serve as
President pro tem until a new President is elected. This election preferably
shall occur no later than the next Annual Meeting of the Board of Directors,
and the Board may at its discretion call a special election for this purpose.
(c) The Board of Directors shall establish the duration in office for the new
President, guided by the principle that no person should hold the office of
President for more than about 2-1/2 years, followed by a year as
Past-President.
Section
3 Whenever a vacancy occurs in the office of the President-Elect, during a year
when a President-Elect would normally be in office, this vacancy preferably
shall be filled prior to the next Annual Meeting of the Board of Directors by a
special election. The person so elected shall serve two years as President,
commencing at adjournment of the next Annual Meeting of the Board of Directors,
followed by one year as Past-President.
Section 4 Whenever a
vacancy occurs in the membership of the Board of Directors, such vacancy may be
filled by an appointee selected by a majority of the remaining Directors, even
though less than a quorum, and this person shall complete the unexpired term to
which appointed.
ARTICLE VII
Nomination and Election of
President and Directors
Section 1 The
President-Elect and the Directors shall be elected by secret ballot no later
than January 1 of each year according to the procedure described in Sections 7
and 8.
Section 2 Only Active
Members, Young Professional Members, Retired, and Honorary Members shall be
eligible to vote and hold office.
Section 3 A Nominating Committee composed of five (5)
voting members shall be appointed by the Board prior to May 1 of each year. The
Nominating Committee shall annually select at least two (2) candidates for each
Director’s office to be filled, and shall biennially select at least one (1)
candidate for the office of President-Elect. The committee shall submit its
nominations to the President prior to August 1 of each year. The committee
shall have verified the eligibility and the willingness of the candidates to
serve if elected.
Section 4 The
Nominating Committee shall endeavor to achieve a reasonable distribution among
the eligible candidates with respect to their geographical location and
principal occupation related to (1) teaching and research, (2) private
practice, (3) government.
Section 5 The slate of
nominees and their occupational and geographical descriptions shall be mailed
to each voting member prior to September 1 of each year. Additional nominations
that conform to the occupational and geographic requirements set forth in
compliance with Section 4 may be made by the membership at large.
Such nominations shall
be made in a petition signed by at least twenty-five (25) voting members for
each Director’s office and by at least fifty (50) voting members for the office
of President-Elect. The petitioners must include members from at least three
states. The nominees by petition must have declared their willingness to serve
if elected. The petitions must be submitted to the Secretary/Treasurer prior to
November 1 of each year.
Section 6 An election
ballot listing all of the eligible candidates nominated by the Nominating
Committee and by petition shall be mailed or made available for a secure
electronic ballot process by the Secretary/Treasurer to each voting member
prior to December 1 of each year.
Section 7 Each election
ballot to be valid must be received by the Secretary/Treasurer no later than
January 1 of each year in one of two ways: 1) an unmarked and sealed envelope
placed inside an outer envelope bearing the voter’s signature, or 2) using a secure
electronic ballot process.
Section 8 The President
shall appoint three (3) tellers from the Membership-at-large who shall
collectively remove all valid ballots from their unmarked envelopes or
electronic medium, shall tally both the paper ballots and electronic election
results, and shall report their findings to the Secretary/Treasurer prior to
the Annual Meeting of the Board of Directors.
Section 9 The President
shall report the election results at the Annual Meeting of the Board of
Directors and also at the Annual General Meeting of the Membership (Article
XII, Section 2).
Section 10 If a special
election is necessary under the provisions of Article VI, Sections 2 or 3, the
Board shall attempt to follow the provisions of this article as closely as
possible, but may shorten the schedule if necessary to permit the special
election to be completed prior to the next Annual Meeting of the Board of
Directors.
ARTICLE VIII
President
The powers and duties
of the President are:
(a)
To preside at all Meetings of the Board of Directors and of the members. The
President shall be Chairperson of the Board of Directors and of the Executive
Committee.
(b) To call special meetings of the members, the Board of Directors, and the
Executive Committee, as the President may deem proper.
(c) To sign as President of the Institute all deeds, conveyances, mortgages,
leases, promissory notes, contracts, obligations, certificates, and other
papers and instruments in writing that may require such signature, unless the
Board of Directors shall otherwise direct, and to perform such other duties as
the Board of Directors may determine.
ARTICLE IX
Vice President
The Vice President
shall, in the event of the absence or disability of the President, perform the
duties and exercise the powers of the President, and shall perform such other
duties as the Board of Directors shall from time to time prescribe.
ARTICLE X
Secretary/Treasurer
The Secretary/Treasurer
shall perform or cause to be performed:
(a)
Those functions necessary to comply with the legal requirements of a corporate
body,
(b) The keeping of the records of the activities of the Institute, both
financial and historical,
(c) The notification of the membership of all meetings, elections, and all
other matters of interest to the membership,
(d)
The receipt and disbursement of all funds and the accounting therefore, and
(e) Such other duties as the Board or President may require.
ARTICLE XI
Membership
Section 1 Membership.
There shall be seven classes of membership: Active, Honorary, Subscribing,
Retired, Affiliate, Student and Young Professional Members. Only Active, Young
Professional, Retired, and Honorary Members shall be eligible to vote and hold
office. The term "regular" member, as used in the Articles of Incorporation,
specifically in its Article VI, is equivalent to the term "active"
member as used here and elsewhere in these Bylaws.
(a)
Active Members. Active Members shall be persons seriously interested in the
advancement of earthquake engineering, as evidenced by engineering design to
resist earthquakes, by teaching and research in related subjects, by
involvement in government functions related to public welfare and safety during
earthquakes, or by other relevant activities, as may be determined by the Board
of Directors.
(b) Honorary Members. Honorary Members are persons who have made outstanding
contributions to the field or activity of the Institute.
(c) Subscribing Members. Subscribing Members shall be persons, firms, or
corporations who make regular financial contributions to the Institute.
(d) Retired Members. Upon application to the Board of Directors, Active Members
having five (5) or more years of membership and being age 65, or more, may be
granted Retired Member status.
(e) Student Members. College students working toward a degree, with a valid
interest in the objectives of the Institute, may be admitted as Student
Members. Qualified students may be Student Members of the Institute without
belonging to a Student Chapter.
(f) Affiliate Members. Affiliate members are residents of developing or
less-developed countries with a valid interest in the objectives of the
Institute, as may be determined by the Board of Directors.
(g)
Young Professional Members. Young Professional membership is appropriate for up
to five (5) years after the member has begun working in the field.
ARTICLE XII
Meetings
Section 1 Directors’
Meetings
(a)
The Annual Meeting of the Board of Directors shall be held in February of each
year, at a time and place established by the Board, for the purpose of electing
a Vice President and a Secretary/Treasurer (Article III, Sections 5 and 6) and
to conduct any other business that might properly come before the Board.
The annual meeting of
the membership, the Annual General Meeting, may be held in conjunction with
this Annual Meeting of the Board of Directors, or at some other time and place,
as specified in Article XII, Section 2.
(b)
At least two (2) other regular meetings of the Board of Directors shall be held
each year, at times and locations designated by the President.
(c) Special meetings of the Board of Directors may be called at any time by
order of the President of the Institute. Any business which may be done at a
regular meeting may be done at a special or an adjourned meeting of the Board,
and no notice given of the nature of the business to be transacted need be
given.
(d) Notice of the time and place of any meeting of the Board of Directors,
except as noted in Section (c), shall be given to each Director in writing at
least one (1) week prior to such meeting. Such notice shall be mailed to the
Director’s place of business or residence by depositing the notice, with the
postage thereon prepaid in the United States mail, at least one (1) week before
the day fixed for holding said meeting, at the principal place of business of
the Institute, addressed to the Director’s place of business or residence, as
the same appears on the books of the Institute. Alternatively, with the
Director's consent, such written notice may be provided to the Director by
electronic mail or via facsimile communicated at least one (1) week prior the
meeting. The dispatching of notice as aforesaid shall be due, legal, and
personal notice to such Director. No further or other notice shall be required.
(e) The presence of five (5) of the nine (9) Directors shall constitute a
quorum at all Directors’ meetings.
(f) The Board of Directors shall furnish all members with a summary of each
Board meeting within three (3) months following date of meeting, at least one
week before the next Board meeting.
Section
2 Meetings of the Institute
(a)
The Institute shall sponsor meetings and conferences including the following:
(1)
The Annual General Meeting of the Membership
(2) Special Business Meetings of the Membership
(3) Specialty Seminars
(4) Specialty Meetings and Conferences
The Institute may cosponsor meetings provided that said meetings are determined
by the Board of Directors to promote the goals and objectives of the Institute
and are determined to be of broad interest to the Institute membership.
(b)
The President shall appoint an ad hoc Meetings
and Conferences Committee of the Board to act on behalf of the Institute within
policies established by the Board. The Committee is responsible to form and
recommend policies on specified meetings and to oversee specified meeting
activities of the Institute. Ad hoc
Meetings and Conferences Committees may be appointed for:
(1)
The Annual General Meeting of the Membership
(2) Specialty Seminars sponsored by the Institute. The frequency and schedule
for Specialty Seminars sponsored by the Institute shall be approved by the
Board.
(3) Specialty Meetings and Conferences that are approved by the Board. The
Executive Director, with the approval of the Board, shall consider and act on
requests to the Institute for cosponsorship of meetings and conferences.
(c)
The Annual General Meeting of the Membership shall be held at a time and place
established by the Board of Directors (See Section 1[a]). At such meeting any
member entitled to vote shall have an opportunity to raise any matter relevant
to the affairs of the Institute. Not more than eighteen (18) months shall
elapse between the dates of two (2) successive Annual General Meetings of the Membership.
(1)
The format of the Annual General Meeting shall consist of a session dedicated
to a discussion of the business affairs of the Institute for the benefit of the
members, and a group of technical programs consisting of submitted and invited
presentations on the various phases of Earthquake Engineering.
(2) For the purpose of conducting Institute business requiring approval of the
membership at the Annual General Meeting, one hundred (100) voting members,
either in person or by proxy in writing, shall constitute a quorum.
(3) Each Active Member, Young Professional Member, Retired Member, and Honorary
Member of the Institute shall have one (1) vote.
(4) Subscribing Members shall be notified of all Meetings, Conferences, and
Seminars of the Institute and shall be privileged to attend all such meetings,
including the Annual General Business Meeting and Special Business Meetings of
the Members, but shall not have voting privileges.
(d)
Special Business Meetings of the Members may be called and held at any time by
order of the President or by request of three (3) members of the Board of
Directors or ten (10) percent of the voting members (not Directors) of the
Institute by submitting a notice in writing to the Secretary/Treasurer at least
thirty (30) days prior to the desired meeting date. Such notice shall contain
the complete agenda of the subject matter to be covered at the meeting and
shall be signed by all persons forming one of the groups noted above.
The conduct of any Special Business Meeting of the Members shall be in accord
with Section 2(c)(2) and Section 2(c)(3) of this Article.
(e) It shall be the duty of the Secretary/Treasurer or designee of the Board to
prepare and send notices of the time and location of the Annual General Meeting
and any Special Business Meeting of the Members to each voting member of the
Institute at least fifteen (15) days prior to the scheduled date of such
meeting. The notice shall be addressed to the member’s place of business or
residence address as the same appears on the books of the Institute. No further
notice shall be required.
(f) From time to time, the Institute shall sponsor a U.S. National Conference
on Earthquake Engineering, to be scheduled so as not to conflict with the World
Conference on Earthquake Engineering. At least three (3) years prior to the
projected date of each such conference, the President shall appoint a
Conference Planning Committee of the membership, which will report to the Board
and will plan and organize the Conference.
ARTICLE XIII
Amendments
These Bylaws may be
amended by mail ballot or secure electronic ballot upon receiving an
affirmative vote of two-thirds (2/3) of the ballots cast. Only Active, Young
Professional, Retired, and Honorary Members are eligible to vote.
ARTICLE XIV
Dues
The annual dues for
Active and Young Professional Members shall be established by the Board of
Directors. Any increase in the dues in excess of ten (10) percent in any one
year must be approved by an affirmative vote of not less than two-thirds (2/3)
of the Active, Retired, and Young Professional Members voting by letter or
electronic ballot. The dues for Retired Members, Student Members, Affiliate
Members, and Subscribing Members shall be established by the Board of
Directors. Honorary Members shall pay no dues.
The President and
Secretary/Treasurer together shall have discretionary powers regarding the
remission of dues for cause in individual cases.
ARTICLE XV
Election of Members
Section 1 Active,
Affiliate, and Student Members
(a)
Active, Affiliate, Student, and Young Professional membership is limited to
applicants whose qualifications coincide with Article XI, Section 1 of the
Bylaws.
(b) Active, Affiliate, Student, and Young Professional membership is attained
by direct application to the Institute. Applications shall be made on a
standard form submitted to the Secretary/Treasurer or a Board designee.
(c) The Secretary/Treasurer shall periodically announce the names of new
Active, Affiliate, Student, and Young Professional members.
Section
2 Honorary Members shall be elected upon receiving unanimous approval of the
Board of Directors.
Section 3 Subscribing
Members and Retired Members shall be elected upon receiving a majority approval
of the Board of Directors.
ARTICLE XVI
Termination of Membership and of Tenure of Office
Section 1 Membership in
the Institute may be terminated by a vote of at least five (5) members of the
Board of Directors; but no vote shall be taken until after such members have
been furnished with a statement of the charges preferred against them, and have
been given at least one (1) month’s notice (plus a reasonable time for
notification by mail) of the time when the same will be considered by the
Board; and such members shall have the right to appear before the Board and be
heard in answer to the charges, provided they make no unreasonable delay in
presenting themselves before the Board,
before final action thereon shall be taken.
Section 2 Upon the
termination of any membership, all interest of such member in the Institute or
any of its property shall henceforth cease and terminate; provided, however,
that no such termination of membership shall cancel any liability such member
may have theretofore accrued.
Section 3 The Vice
President or the Secretary/Treasurer may be removed from office for good cause
shown, after due notice and hearing by an affirmative vote of not less than
three-fourths (3/4) of the Directors present at a special or regular meeting of
the Board of Directors convoked as provided for in Article XI of the Bylaws.
Section 4 Any Director,
including the President, may be removed from office after due notice and
hearing, by an affirmative vote of not less than three-fourths (3/4) of the
voting members present at a special or regular meeting of the members convoked
as provided for in Article XI of the Bylaws.
ARTICLE XVII
Committees and Staff
The Board of Directors
shall have the power to appoint such committees and staff personnel as in the
judgment of the Board of Directors may be necessary or convenient to handle and
dispose of various matters as they may arise, and may delegate to and confer
upon such committees and staff such powers of the Board of Directors as it
shall deem proper.
ARTICLE XVIII
Publication
A publication shall be
printed and distributed to the total membership by the Institute on a regular
basis. This publication shall include the President’s Annual Report and the
reports of the committees. A roster of the membership shall be prepared
annually and distributed to the membership. The Board of Directors may
authorize such other publications to be made and distributed to all or part of
the membership as it deems to be in the best interest of the Institute.
ARTICLE XIX
Regional Chapters
Section 1 In
furtherance of the objectives of the Institute as stated in Article I, it shall
be the policy of EERI to encourage the formation of Regional Chapters to better
serve the public and the EERI membership. To assure the necessary standards and
controls in the formation and operation of such Regional Chapters, the
provisions of this Article shall be followed in the establishment of Regional
Chapters.
Section 2 The
organization of a Regional Chapter may be authorized by the Board of Directors
of the Institute upon the written request of at least ten (10) members of the
Institute residing in the area of the proposed chapter, provided that at least
twenty (20) members reside in the area. The written request shall designate the
specific territory to be included in the Chapter and the name proposed for the
Chapter. The request shall further state the intention of the proposers to
conform to the provisions of Article XIX of these Bylaws.
Section 3 Membership in
the Regional Chapter shall be open to members of the Institute as well as other
interested individuals who could be eligible as Active Members of the
Institute. All members of the Institute residing within the area of the
Regional Chapter shall be eligible for membership in the Chapter.
Section 4 The
operations of the Regional Chapter shall conform to the Constitution and Bylaws
of the Chapter, as approved by the Board of Directors of the Institute. The
Chapter shall not obligate the Institute to any financial commitment without
the prior express approval of the Board of Directors of the Institute. Neither
shall the Chapter profess to speak for the Institute, nor issue policy
statements on matters outside of its geographic area without the advance
approval of the Board of Directors of the Institute.
Section 5 The area and
name of the Regional Chapter may be modified as conditions dictate, subject to
the prior approval of the Board of Directors of the Institute.
ARTICLE XX
Student Chapters
Section 1 In
furtherance of the objectives of the Institute as stated in Article I, it shall
be the policy of EERI to encourage the formation of Student Chapters to better
serve the public and the EERI membership. To assure the necessary standards and
controls in the formation and operation of such Student Chapters, the
provisions of this Article shall be followed in the establishment and operation
of Student Chapters.
Section 2 Each Student
Chapter shall be located at an accredited college or university where an
EERI-affiliated faculty member shall agree to be the chapter faculty advisor.
To be chartered, each proposed Student Chapter shall be endorsed by a Dean or
other college or university officer. The initial commitment of the chapter
faculty advisor and the administration would be for a period of three years.
The internal organization of the Student Chapter shall be determined by the
Student Chapter members with the concurrence of the chapter faculty advisor.
Section 3 The
organization of a Student Chapter may be authorized by the Board of Directors
of the Institute upon the written request of a Dean or other officer of an
accredited college or university. The request shall state the intention of the
proposers to conform to the provisions of Article XX of these Bylaws. The
written request shall designate the specific location of the Student Chapter,
the name of the proposed Student Chapter, and its EERI-affiliated faculty
member chapter advisor.
Section 4 Membership in
the Student Chapter shall be limited to Student Members of the Institute. The
membership of the Student Chapter shall be open to students affiliated with the
accredited college or university sponsoring the Student Chapter or students
enrolled in other accredited colleges or universities in the vicinity if there
is no Student Chapter on their campus.
Section 5 The
operations of a Student Chapter shall conform to the Constitution and Bylaws of
the Student Chapter, as approved by the Board of Directors of the Institute.
The Student Chapter shall not obligate the Institute to any financial
commitment without the prior express approval of the Board of Directors of the
Institute. Neither shall the Student Chapter, its officers or members profess
to speak for the Institute, nor issue policy statements on matters related to
the objectives of the Institute without the advance approval of the Board of
Directors of the Institute. A Student Chapter may organize and participate in
activities consistent with the objectives of the Institute, including, but not
limited to, technical and public policy programs, and social events.
Section 6 The relationship
of the Student Chapter to the Institute shall consist of the following:
(a)
All members of the Student Chapter shall be Student Members of the Institute.
|
