Bylaws

(amended February 15, 2105)

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 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 eleven (11) members, who shall include the President, President-Elect or Past-President, the Secretary/Treasurer, six (6) elected Directors, and two (2) appointed Directors.

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 elected Director shall be elected by the membership to a period of office of two (2) consecutive two (2) year terms. Directors shall be elected following the procedures outlined in Article VII. Each elected Director shall serve the second two (2) year term by informing the President of his or her desire to do so.  All elected Directors shall be ineligible to succeed themselves after serving four (4) consecutive years in office.

Section 5 To enhance the diversity of perspectives, the Board of Directors shall elect appointed Directors from the voting Members of the Institute at the first Board meeting of the year or when a vacancy arises. The appointment will be a period of office of two (2) consecutive two (2) year terms. Each appointed Director shall serve a second two (2) year term by informing the President of his or her desire to do so.  All appointed Directors shall be ineligible to succeed themselves after serving four (4) consecutive years in office.

Section 6 The Board of Directors shall elect the Vice President from the Directors currently holding office, excluding the President, President-Elect or 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 7 The Secretary/Treasurer shall be elected annually by the Board of Directors 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 8 The term of office for all members of the Board of Directors shall be as described in the Bylaws, but members of the Board may continue to act until their successors are elected and officially take office.

Section 9 The term of office for each elected member of the Board of Directors shall begin at the first Board meeting of the calendar year. The term of office for each appointed member of the Board of Directors shall begin at the first meeting following the Director’s appointment.  The Secretary/Treasurer’s term of office shall begin immediately following the Secretary/Treasurer’s election by the Board.

Section 10 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

(a) To elect the Vice President, the Secretary/Treasurer and the appointed Directors.

(b) 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.

(c) 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.

(d) To collect, and provide for the collection of, dues or assessments in accordance with the provisions of these Bylaws.

(e) 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 by presenting written resignation to the Board or by presenting such resignation orally at any meeting of the Board, 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.

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 elected Directors shall be elected by secret ballot no later than November 1 of each year according to the procedure described in Sections 7 and 8.

Section 2 Only Regular Members, Young Professional Members, Retired Members, Subscribing Members Representatives, and Honorary Members shall be eligible to vote and hold office.

Section 3  A Nominating Committee composed of five (5) voting members, including one (1) member of the Board of Directors, shall be appointed by the Board prior to April 1 of each year. The Executive Director (if hired) and the President or President-Elect shall serve on the Nominating Committee as non-voting members. The Nominating Committee shall select candidates for each elected Director’s office to be filled as instructed by the President, 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 July 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; disciplinary focus; 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 presented to each voting member prior to July 15 of each year. Additional nominations 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 elected 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 September 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 advertised, and a secure electronic ballot process made available by the Secretary/Treasurer to each voting member prior to October 1 of each year.

Section 7 Each election ballot to be valid must be received by the Secretary/Treasurer no later than November 1 of each year.

Section 8 The President shall appoint three (3) tellers from the Membership-at-large who shall with the Executive Director (if hired) certify the electronic election results, and shall report their findings to the Secretary/Treasurer no later than November 10 of each year.

Section 9 The President shall report the election results to the Membership-at-large no later than December 1 of each year.

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 Individual Membership. The classes of individual membership include: Regular, Young Professional, Retired, Honorary,  Affiliate, E-Affiliate, and Student Members.

(a) Regular Members. Regular 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. Subscribing Member Representatives are considered in all cases Regular Members, having the same benefits, rights and responsibilities.

(b) Honorary Members. Honorary Members are persons who have made outstanding contributions to the field or activity of 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 and E-Affiliate Members. Affiliate and E-Affiliate members are residents of developing 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 graduated from their most recent degree.

(h) The Board of Directors may from time to time modify, create or close individual membership classes of the Institute through an affirmative vote of not less than two-thirds (2/3) 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 2 Organizational Membership. There are two classes of organizational membership: Subscribing and Institutional Members.

(a) Subscribing Members. Subscribing Members shall be individuals, firms, corporations, and other organizations that make annual contributions to the Institute at published levels.  Each Subscribing Member has the opportunity to designate up to three (3) Subscribing Member Representatives.  Each SMR receives all privileges of a Regular member, including the right to vote and hold office.

(b) Institutional Members. Institutional Members shall be libraries, universities, public agencies and non-profit organizations that receive a subscription to the same publications as regular members.  Institutional Members do not have the right to vote or hold office.

(c) The Board of Directors may from time to time modify, create or close organizational membership classes of the Institute through an affirmative vote of not less than two-thirds (2/3) 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.

ARTICLE XII
MeetingsSection 1 Directors’ Meetings

(a) The Annual Meeting of the Board of Directors is the first meeting of each calendar year, and shall be held 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. No further or other notice shall be required.

(e) The presence of six (6) of the eleven (11) 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 and Webinars

(4) Specialty Meetings and Conferences

The Institute may cosponsor meetings provided that said meetings are determined by the Board of Directors or Executive Director to promote the goals and objectives of the Institute and are determined to be of broad interest to the Institute membership.

(b) 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 technical program of interest to the membership.

(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 Regular Member, Young Professional Member, Retired Member, and Honorary Member of the Institute shall have one (1) vote.

(c) Special Business Meetings of the Members may be called and held at any time by order of the President or by request of four (4) 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.

(d) 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 sent to the member’s business or personal email address as the same appears on the books of the Institute. No further notice shall be required.

(e) 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. 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 Regular, Young Professional, Retired, and Honorary Members are eligible to vote.

ARTICLE XIV
Dues

The annual dues for Individual Members of all classes shall be established by the Board of Directors. Any increase in the dues for Regular, Retired or Young Professional Members 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 Regular, Retired, and Young Professional Members voting by letter or electronic ballot. Honorary Members shall pay no dues.

Membership terminates upon the failure to pay annual dues.  The President and Executive Director (if hired) shall each have discretionary powers regarding the remission of dues for cause in individual cases

ARTICLE XV
Election of Honorary and Subscribing Members

Section 1 Honorary Members shall be elected upon receiving unanimous approval of the Board of Directors.

Section 2 Subscribing 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  a majority 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 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, the Secretary/Treasurer, or any Appointed Director 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 Elected 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 distributed to the total membership by the Institute on a regular basis. This publication shall include notification of the news and affairs of the Institute. A roster of the membership shall be prepared annually and distributed to the membership or made available through an electronic format via the Institute’s website. 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 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 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 or the Executive Director 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 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 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 or Executive Director 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 technical and public policy programs, and networking activities.