EEGS Bylaws

TABLE OF CONTENTS

Article I Name
Article II Mission
Article III Membership
Article IV Dues
Article V Society Meetings
Article VI Board of Directors
Article VII Duties and Authorities of Board Members
Article VIII Executive Committee
Article IX Membership Voting
Article X Nominations and Elections to the Board of Directors
Article XI Finance
Article XII Committees
Article XIII Sections of the Society
Article XIV Student Chapters
Article XI Society Management
Article XVI Society Dissolution
Article XVII Rules of Order
Article XVIII Indemnification
Article XIX Amendments


Environmental and Engineering Geophysical Society (EEGS) Bylaws


Article I. Name

The name of the Society shall be "The Environmental and Engineering Geophysical Society".
  
Article II. Mission

Section 2. Mission


EEGS' mission is to promote geophysics as it is applied to environmental and engineering problems, to foster common scientific interests of geophysicists and their colleagues in other related sciences and engineering, to set a high professional standard for its members, and to promote fellowship and cooperation among persons interested in the science.

  
Article III. Membership

Section 1. Qualifications 

Membership in the Society shall consist of persons who are engaged or actively interested in geophysics or a related discipline of science or engineering. 

Section 2. Types of Members
  1. Regular Members

    Any individuals who meet the above qualifications. Individual members shall have all rights and privileges of membership including the right to vote.

  2. Corporate Members

    Any company or organization that meets the above qualifications. Corporate members will be granted rights and privileges and benefits of membership as determined by the Board and as may be specified in the Society's Policies and Procedures.

  3. Honorary Members

    Any individual who has made an outstanding contribution to the betterment of the Society or profession and who has been so designated by the Board of Directors. Honorary members are exempt from dues, and have all rights of membership except to vote and hold office. Nominations for Honorary membership shall be approved by the Board of Directors.

  4. Student Members

    Actively enrolled undergraduate or graduate students of an accredited academic institution with interests in geophysics or related professions may become student members. Student members have all rights and privileges of membership, as the Board may approve, except to vote and hold office.
Section 3. Acceptance of Membership

All applicants for membership, except Honorary, shall apply electronically or in writing to the Society.

Section 4. Cessation of Membership

Any member who resigns from the Society must do so in writing.
  
Article IV. Dues

Section 1. Setting Dues

Membership dues shall be established by the Board of Directors.

Section 2. Failure to Pay Dues

Members who fail to pay their current annual dues for two months beyond the payment deadline shall automatically cease to be members.
  
Article V. Society Meetings

Section 1. Annual Business Meeting

The annual Business meeting of the Society will take place at the Annual Conference. 

Section 2. General Society Meetings

A general meeting of the Society may be called by the Executive Committee at any time, or by request of the Board of Directors, or upon the written petition by at least twenty percent of the voting membership of the Society. The time and place shall be designated by the President, Executive Committee or Board of Directors. Members shall be notified at least thirty days in advance of all general meetings of the Society. 

Section 3. Quorum

A quorum of the general membership shall be no less than 15% of the Society's voting members.
  
Article VI. Board of Directors

Section 1. Composition

The Board of Directors shall consist of thirteen regular members of EEGS, elected by the membership. This shall consist of seven officers and six at-large members. All members of the Board of Directors have voting privileges.

Section 2. Officers

There shall be seven officers: President, President-Elect, Vice President - SAGEEP, Vice President Elect - SAGEEP, Vice President -Committees, Vice President Elect - Committees and Immediate Past President. 

Section 3. At-Large Board Members

There shall be six at-large directors. 

Section 4. Board of Directors Meetings

  1. The Board of Directors shall meet at least twice a year at a time and place to be determined by the Board. 

  2. The President shall preside at all meetings of the Board of Directors, Executive Committee and of the Society. 

  3. A quorum of the Board shall be a majority of the Board members.
Section 5. Election to the Board

Board members shall be elected by the membership unless otherwise stipulated in these Bylaws.

Section 6. Terms of Office
  1. At-large Board members shall serve three-year terms. Terms shall be staggered to provide continuity. At-large Board members may run for a second three-year term.

  2. Terms for officers are as follows: President: 3 years (including one year as President-elect, and one year as Immediate Past President); Vice President SAGEEP and Vice President Committees: 2 years (including one year as VP-elect, and one as VP).

  3. Board members may not run for a third consecutive term.

Section 7. Vacancies

Vacancies in any elective office may be filled, for the balance of the term, by the Board at any regular or special meeting. For a President or President-Elect vacancy, first priority shall be given to selecting a candidate from among the remaining members of the Board. For all other Board vacancies, the Board will fill the position through appointment or special election. A person chosen to fill a vacancy shall serve until the expiration of the term in which the vacancy occurred, or until the next annual election, whichever comes first.

Section 8. Compensation

Officers and Directors shall serve without compensation.

Section 9. Removal

The Board of Directors may, by two-thirds vote of its members, remove any officer or director from office who is guilty of neglect of duty, improper conduct, violation of these Bylaws, or other causes. Prior to voting on expulsion, the Board shall give the director or officer notice of the reasons for expulsion and the opportunity for due process before the Board.

  
Article VII. Duties and Authorities of Board Members 

Section 1. Board Member Duties

  1. The President shall preside at all meetings of the Society, the Board of Directors, and the Executive Committee. The President shall direct the affairs of the Society. 

  2. The Past President shall assume all duties as specified by the President and/or Board of Directors and shall be available as an advisor to the President and Executive Director. The Past President shall chair the Nominating Committee. In the absence of the President, the Past President shall preside at meetings. 

  3. The President Elect shall report on the financial position of the Society at the Annual Business meeting of the Society, is responsible for the funds and securities of the Society, oversight of membership dues and assessments, membership records, the annual budget, and the annual audit or financial review. In the absence of the President and the Past-President, the President-Elect shall preside at meetings.

  4. The Vice President - SAGEEP shall serve as chair of the EEGS Annual Conference Planning Committee.

  5. The Vice President - Committees shall oversee all committee activities, facilitate communication between the Board and the committee chairs, and coordinate committee reporting.
      
  6. The Vice Presidents Elect shall be full participants in Board activities and assist the respective Vice Presidents.
     
  7. G. The At-Large Board members shall participate in all Board meetings, support initiatives and take on special assignments as appropriate.
Section 2. Authority of the Board

The Board of Directors shall be the principal governing body of EEGS. Duties shall include, but not be limited to, the following: conduct an annual symposium, create committees and specify their duties, arrange for publication of a journal and newsmagazine, review and approve financial matters, determine membership criteria and set dues, appoint an Executive Director for the Society, determine the policies and procedures of EEGS.

Section 3. Board Voting

Valid action may be taken by the Board in person, by telephone, mail, email, or facsimile. Action taken outside of a regularly scheduled Board Meeting shall be reported in the minutes of the next Board Meeting.
  
Article VIII. Executive Committee

Section 1. Composition

The Executive Committee shall consist of the President, President-Elect, Vice President - SAGEEP, Vice President - Committees, and Immediate Past President.

Section 2. Duties and Responsibilities
 
The duties and responsibilities of the Executive Committee shall be as defined herein and otherwise by the Board. Any actions by the Executive Committee must be reported promptly to the rest of the Board.
  
Article IX. Membership Voting

Section 1. Eligibility

All members are entitled to vote except as otherwise provided in these Bylaws.

Section 2. Membership Voting

Announcement of a vote of the Membership on any issue shall be issued from the Society by mail, fax, or email. The announcement will also be prominently posted on the EEGS website. The announcement shall specify whether voting is to be accomplished by mail/fax, or using a secure online method, and shall describe the necessary steps that must be taken to cast a vote. The vote shall consist of all ballots returned to the Society within thirty (30) days of the date the announcement is sent from EEGS. 

Section 3. Proxy

Proxy voting is not permitted.
  
Article X. Nominations and Elections to the Board of Directors

Section 1. Procedures
  1. The Nominating Committee shall nominate at least one regular member for each vacancy on the Board of Directors.

  2. Candidates for Board member vacancies shall be submitted by the Nominating Committee to the Board of Directors for approval. Once approved, the Officers and Board nominees slate shall be announced to the membership. 

  3. There shall be a mechanism in the policies and procedures of EEGS whereby the membership may place Board nominees on the official ballot.
     
  4. The Nominating Committee shall verify the eligibility of all nominees for vacancies and ascertain all nominees' willingness to serve. 

  5. Candidates for each office receiving the highest number of votes shall be declared elected. Ties shall be broken by vote of the Board of Directors.

  6. No member shall be a candidate for more than one office.
Section 2. Terms

The terms of board members shall begin immediately following the close of the annual symposium.
  
Article XI. Finance

Section 1. Fiscal Year

The fiscal year of the Society will be prescribed by the Board of Directors.

Section 2. Budget

The Board shall adopt an annual operating budget.

Section 3. Audit/ Financial Review

An independent audit or financial review of the Society's financial affairs and status shall be conducted by a certified public accounting firm annually.

Section 4. Executive Committee Responsibility 

The Executive Committee has the responsibility for, and oversight of, Society reserves, surplus funds and investments.
  
Article XII. Committees

Section 1. Creation and Dissolution

Committees may be created and dissolved by the Board of Directors. 

Section 2. Board of Directors Responsibility

The Board of Directors has the responsibility to review the actions of all committees. The Vice President - Committees leads this task.

Section 3. Tasks

All committees and their tasks not specified herein shall be specified in the policies and procedures of EEGS.
  
Article XIII. Sections of the Society

Section 1. Creation and Dissolution

The Board of Directors may create and approve or dissolve geographical Sections within or outside of the United States, according to the Society's Policies and Procedures. 

Section 2. Bylaws

Section Bylaws must be approved by the Society's Board of Directors.
  
Article XIV. Student Chapters

Section 1. Creation and Dissolution

The Board of Directors may create or dissolve Student Chapters according to Society Policies and Procedures.

Section 2. Bylaws

Chapter Bylaws must be approved by the Society's Board of Directors.
  
Article XV. Society Management

The Board may retain an Executive Director and such appropriate staff who shall be responsible for management and administration of the Society according to the Policies and Procedures of EEGS and as stipulated by the Board of Directors.
  
Article XVI. Society Dissolution

Section 1. Authority

Proposal and approval of the proposal to dissolve the society shall follow the same rules laid out for amendments to the bylaws specified herein.

Section 2. Disposition of Society Funds

Upon dissolution of the Society, any funds remaining shall be distributed to one or more charitable, educational or scientific organizations qualified as exempt from federal income tax under Section 501 - C - 3, to be selected by the Board of Directors.

Section 3. Inurement

The Society shall use its funds only to accomplish the objectives and purposes as specified in these Bylaws, and no part shall inure to the benefit of the members.
  
Article XVII. Rules of Order

The Standard Code of Parliamentary Procedure by Sturgis shall serve as the parliamentary reference of the Society.
  
Article XVIII. Indemnification

The liability of a Director of the Society for monetary damages for breach of fiduciary duty as a Director (including each and every such liability to the members of the Society, to the Society, or to any one or more of them) shall be eliminated to the fullest extent permitted by law in each and every case where such liability may be eliminated in any respect. An employee or agent of the Society is entitled to mandatory indemnification and is entitled to apply for court ordered indemnification to the same extent as provided by law for a Director or Officer of the Society. The foregoing sentence does not limit the right of the Society to indemnify and advance expenses to an officer, employee or agent of the Society, who is not a Director, to a greater extent than it may indemnify or advance expenses on behalf of a Director.
  
Article XIX. Amendments

Section 1. Proposal of Amendments

Amendments may be proposed by the Board of Directors or by petition of five percent of the voting members of the Society. 

Section 2. Approval of Amendments

These Bylaws may be amended, revised or repealed only by a majority vote of the voting members of the Society. Notice of the proposed amendment(s) and/or revisions must be made available to the eligible voting members in accordance with balloting procedures specified herein.
  
Adopted by the membership June 30, 1997
Last modified by the membership December, 2001
Draft submitted for review by the membership September, 2006
Proposed Revisions accepted by the membership February, 2007