Bylaws

EERI is a nonprofit organization operating under the following 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:

  1. To elect the Vice President and the Secretary/Treasurer.
  2. 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.
  3. 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.
  4. To approve and admit members of all classes as defined hereafter.
  5. 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.
  6. To collect, and provide for the collection of, dues or assessments in accordance with the provisions of these Bylaws.
  7. Generally, to transact all the affairs of this Institute.

ARTICLE V —  Executive Committee

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.

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:

  1. The President-Elect, if there be one in office, shall immediately assume the office of President.
  2. 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.
  3. 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.
Section3
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:

  1. 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.
  2. To call special meetings of the members, the Board of Directors, and the Executive Committee, as the President may deem proper.
  3. 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:

  1. Those functions necessary to comply with the legal requirements of a corporate body,
  2. The keeping of the records of the activities of the Institute, both financial and historical,
  3. The notification of the membership of all meetings, elections, and all other matters of interest to the membership,
  4. The receipt and disbursement of all funds and the accounting therefore, and
  5. Such other duties as the Board or President may require.

ARTICLE XI — Membership

Section 1
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.

  1. 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.
  2. Honorary Members. Honorary Members are persons who have made outstanding contributions to the field or activity of the Institute.
  3. Subscribing Members. Subscribing Members shall be persons, firms, or corporations who make regular financial contributions to the Institute.
  4. 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.
  5. 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.
  6. 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.
  7. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. The presence of five (5) of the nine (9) Directors shall constitute a quorum at all Directors’ meetings.
  6. 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

  1. 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.
  2. 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 hocMeetings 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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

  1. Active, Affiliate, Student, and Young Professional membership is limited to applicants whose qualifications coincide with Article XI, Section 1 of the Bylaws.
  2. 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.
  3. 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
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 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
n 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:

  1. All members of the Student Chapter shall be Student Members of the Institute.