SEG Bylaws
Become a MemberBYLAWS
TABLE OF CONTENTS
Section 1. Name
Section 2. Registered Office and Agent
Section 3. Other Offices
Section 4. Principal Office
ARTICLE II: PURPOSES AND OBJECTIVES
Section 1. Qualifications and Classifications
Section 2. Code of Ethics
Section 3. Rights and Privileges
Section 4. Dues
Section 5. Election to Active, Emeritus, Associate, Student, Junior, and Corporate Membership
Section 6. Resignation
Section 7. Suspension and Expulsion of Members
Section 8. Meetings of Members
ARTICLE IV: BOARD OF DIRECTORS
Section 1. Powers
Section 2. Number
Section 3. Composition
Section 4. Terms of Office
Section 5. Resignation and Removal
Section 6. Meetings of Board of Directors
Section 7. Directors at Large
Section 8. Chair of the Council
ARTICLE V: OFFICERS AND EXECUTIVE COMMITTEE
Section 1. Officers
Section 2. Executive Committee
Section 3. Duties of Officers
Section 4. Meetings of Executive Committee
ARTICLE VI: ELECTION OF OFFICERS, DIRECTORS AT LARGE, AND DISTRICT REPRESENTATIVES
Section 1. Nominations
Section 2. Timing
Section 3. Petitioning by Voting Members
Section 4. Ballots
Section 5. Voting
Section 6. Vote Counting
Section 7. Dates
Section 1. Purpose
Section 2. Composition
Section 3. Section and Technical Section Representation on the Council
Section 4. District Representation on the Council
Section 5. Chair of the Council
Section 6. Council Meetings
ARTICLE VIII: PROCEDURES FOR MEETINGS; CONFLICT OF INTEREST; BONDING
Section 1. Meetings
Section 2. Conflicts of Interest
Section 3. Bonding
Section 1. Sections and Associated Societies
Section 2. Technical Sections
Section 3. Districts
Section 4. Affiliated Societies
Section 5. Student Chapters
Section 6. Dissolution of Affiliation
Section 1. Appointment
Section 2. Terms
Section 3. Policies and Procedures
Section 4. Committee on Nominations
ARTICLE XI: PUBLICATIONS AND HONORS AND AWARDS
Section 1. Publications
Section 2. Honors and Awards
ARTICLE XII: EXECUTIVE DIRECTOR
Section 1. Authority
Section 2. Staff
Section 3. Termination
ARTICLE XIII: POLICIES AND PROCEDURES; MISCELLANEOUS PROVISIONS
Section 1. Procedures Manual
Section 2. Notices
Section 3. Parliamentary Authority
ARTICLE XVI: AMENDMENTS TO THE BYLAWS
ARTICLE I
NAME AND OFFICES
Section 1. Name. The name of the corporation is the Society of Exploration Geophysicists (hereafter called the “Society”).
Section 2. Registered Office and Agent. The Society shall have and continuously maintain a registered office and a registered agent in the State of Oklahoma, as required by the Oklahoma General Corporation Act. The registered agent shall be a corporation authorized to transact business in the state. The address of the registered office need not be the same as the principal office or place of business of the Society.
Section 3. Other Offices. The Society also may have offices at such other places, within or without the State of Oklahoma, as the Board of Directors may from time to time determine or the business of the Society may require.
Section 4. Principal Office. The Society’s principal office shall be in Houston, Texas, USA.
ARTICLE II
PURPOSES AND OBJECTIVES
The objectives of this Society shall be to promote the science of exploration geophysics and related fields, including applications and research, to foster the common scientific interests of geophysicists, and to maintain a high professional standing among its members.
ARTICLE III
MEMBERSHIP
Section 1. Qualifications and Classifications.There shall be the following classes of members of the Society, all of whom are called “Members” (All references to Members include both “non-Voting Members” and “Voting Members.”):
a. ACTIVE MEMBERS: Active Membership shall be granted to applicants who are or have been actively engaged in practicing or teaching geophysics or a related scientific field, such as but not limited to physics, mathematics, engineering, or geology and who share the purpose and objectives of the Society. The applicant’s educational and/or full-time professional work experience must total at least eight years. Educational credit for the highest degree earned will be four years for a bachelor’s degree or equivalent, five years for a master’s degree or equivalent, and seven years for a doctoral degree or equivalent. Educational and full-time professional work experience must be in geophysics or a related field, such as but not limited to physics, mathematics, engineering, or geology. Every applicant for admission into Active Membership is required to self-certify that he or she meets these eligibility requirements, as outlined in this section, setting forth details of the applicant’s education and experience. Those applicants for Active Membership who certify themselves to meet these requirements may be subject to further inspection by the Society.
Regardless of membership requirements or constraints in these Bylaws, the Board of Directors may, at its discretion, with a majority vote of a quorum of the Board, confer professional membership on any person(s), thereby granting said person(s) full privileges as described herein.
b. HONORARY MEMBERS: Honorary Membership shall be conferred upon persons who, in the unanimous opinion of the Committee on Honors and Awards and the Board of Directors, have made a distinguished contribution, which warrants exceptional recognition, to exploration geophysics or a related field or to the advancement of the profession of exploration geophysics through service to the Society.
c. LIFE MEMBERS: Life Membership may be conferred on persons who have voluntarily rendered exceptionally meritorious service to the Society that, in the unanimous opinion of the Board of Directors, warrants recognition.
d. EMERITUS MEMBERS: An Active Member in good standing may become an Emeritus Member upon reaching 65 years of age, provided the member has been an Active or Associate Member for a total of 30 years, including time spent in military service. The Board of Directors shall have the authority to waive the age and years of membership requirements for transfer to Emeritus Membership in case of an unusual circumstance.
e. ASSOCIATE MEMBERS: Associate Members shall be individuals who are actively interested in geophysics and meet such additional requirements for associate membership as may be imposed by the Board of Directors.
f. STUDENT MEMBERS: Student Members shall be individuals who are enrolled, or have been enrolled within the past six months, as graduate or undergraduate students in good standing at a recognized university or college and meet such additional requirements for student membership as may be imposed by the Board of Directors.
g. JUNIOR MEMBERS: Junior Members shall be selected from applicants recommended by a teacher, mentor, or professional geoscientist, who show interest in geosciences by either enrollment in an advanced-level geosciences course, by volunteering at a museum, educational institution, or other appropriate facility, or by instructing others in geosciences in situations in which the applicant’s interest in geosciences has been demonstrated and who meet such additional requirements for Junior Membership as may be imposed by the Board of Directors. Junior Membership is designed to encourage those in precollege education and not yet eligible for Student Membership but interested in geosciences, and it is not intended to be overly restrictive.
h. CORPORATE MEMBERS: Corporate Members shall include corporations that are actively engaged in geophysical applications, geophysical research, or a related field, or in furnishing services or products used in geophysical exploration or research, and they must have an active interest in supporting the objectives of the Society. The services or products provided must be demonstrably based upon accepted principles of the physical sciences. Corporate Members must meet such additional requirements for corporate membership as may be imposed by the Board of Directors.
Section 2. Code of Ethics. Membership of any class shall be contingent upon conformance with the established principles of professional ethics approved by the Board of Directors.
Section 3. Rights and Privileges.
a. MEMBERS WITH FULL PRIVILEGES: Honorary Members, Life Members, Active Members, and Emeritus Members shall enjoy all privileges of the Society. They shall receive at least one Society journal as a member benefit and have electronic access to the members-only portal for products, publications, and services. In addition, they are eligible to hold any office, to vote on all matters submitted to the membership, to petition the Board of Directors on any matter, to sponsor applicants for membership, and to publish their affiliation with the Society. Except where Honorary, Life, or Emeritus Members must be referred to separately, reference to Active Members elsewhere in the Bylaws shall be considered to include Honorary, Life, and Emeritus Members.
b. ASSOCIATE MEMBERS: Associate Members shall be entitled to attend the meetings of the Society, to have electronic access to the members-only portal for products, publications, and services, and to purchase the Society’s publications on the same terms as Active Members. They shall receive at least one Society journal as a member benefit. Associate Members shall have voting privileges and may petition the Board of Directors on any matter but may not serve on the Council or as an Officer or Director. Associate Members shall have none of the other privileges of membership and in publishing their affiliation with the Society shall clearly indicate their grade of membership.
c. STUDENT MEMBERS: Student Members shall be entitled to attend the meetings of the Society, to have electronic access to the members-only portal for products, publications and services, and to purchase the Society’s publications on the same terms as Active Members. Student Members shall have no voting privileges and may not serve on the Council or as an Officer or Director. Student Members shall have none of the other privileges of membership and in publishing their affiliation with the Society shall clearly indicate their grade of membership.
d. JUNIOR MEMBERS: Junior Members shall be entitled to attend the meetings of the Society under appropriate supervision, to purchase the Society’s publications on the same terms as Student Members, and to have electronic access to the members-only portal for products, publications and services. Junior Membership shall not include printed copies of SEG journals. Junior Members shall have no other privileges of membership and in publishing their affiliation with the Society shall clearly indicate their grade of membership.
e. CORPORATE MEMBERS: Corporate members shall have such rights and privileges as may be established by the Board of Directors.
f. VOTING MEMBERS: Active Members, Honorary Members, Life Members, Emeritus Members, and Associate Members are entitled to vote on all matters submitted to the Membership and are referred to herein as “Voting Members.” Student Members, Junior Members, and Corporate Members are “non-Voting Members.” “Membership” refers to the membership held by any Member defined in Article III, Section 1.
Section 4. Dues.
a. DETERMINATION: The Board of Directors shall have the authority to set the Annual Dues. The Board of Directors may provide different rates for different membership classes, including a three-tiered dues structure that more closely matches the ability of members to pay SEG dues. The three-tiered dues structure shall be based on high, upper-middle, and lower-middle/low income areas as designated and determined by the World Bank. Other than adjustments for cumulative inflation, changes in membership rate structure and dues are subject to Council approval. Honorary and Life members shall not be required to pay dues and shall receive without charges the journals and any other periodicals published by the Society. Dues will take effect immediately after approval by the Board of Directors (cumulative inflation) or the Council (other adjustments). The Board of Directors shall have the authority to establish and implement dues-waiver policies at its sole discretion.
b. MEMBERSHIP: Membership shall begin the first day of the month following the approval of the application and payment of dues and shall be designated for the following 12 months. Annual dues of renewing Members shall be payable in advance and shall be considered in arrears if not paid by the Member’s anniversary date. Members with dues in arrears shall lose all benefits and privileges of Membership, including voting privileges, until such arrears are met.
Section 5. Election to Active, Emeritus, Associate, Student, Junior, and Corporate Membership.
a. ACTIVE, ASSOCIATE, STUDENT, OR JUNIOR MEMBERSHIP: An applicant for election to Active, Associate, Student, or Junior Membership shall submit to the Executive Director of the Society via a completed membership application an affirmation that the applicant meets the requirements for the membership class to which application is made, together with dues for one year. A reference from a single faculty member from the applicant’s academic institution is required for election to Student Membership. This application shall be open to inspection at any time. An Associate or Student Member is eligible for transfer to Active Membership if the member otherwise meets the requirements of election to Active Membership.
b. CORPORATE MEMBERSHIP: An applicant for Corporate Membership shall submit to the Executive Director of the Society a completed application form provided by the Society. The application shall list the names and present addresses of not fewer than three references from among the Active Members of the Society in good standing who have personal knowledge of the company’s activities and who can confirm that the company’s products and services can be demonstrated to be based on accepted principles of the physical sciences and conform with the established principles of professional ethics as outlined in the Society’s Code of Ethics. The references must not be employees of the applicant or have ownership in the applicant company. The President shall have authority to approve applicant companies for Corporate Membership.
c. PUBLICATION OF APPLICANTS’ NAMES: The name of each applicant for Active Membership shall be published in the next regular issue of a Society journal for approval by the membership at large. If no objection is received within 30 days after the issue date of the publication, the candidate’s application for membership shall be deemed approved by the membership at large effective on the first day of the following month.
d. APPROVALS: An application for Active Membership shall be reviewed either by the Board of Directors or by such committee as established by the President pursuant to these Bylaws. Either the Board of Directors or the committee approves applicants for Active Membership, and any Active Membership approval shall be by a majority vote. Absent objection by the Board of Directors or the committee, election to Associate, Student, or Junior Membership shall be automatic with payment of dues for qualified applicants.
e. NOTIFICATION, DUES, PUBLICATIONS: Applicants shall be notified in writing following approval of their applications. Membership shall date from the first day of the calendar month in which the applicant is elected to membership. The initial dues payment must accompany the application and shall be in the amount of the annual dues required for the applicant’s member category. Society publications shall commence with receipt of the application and the initial dues payment.
f. TRANSFERS: An Associate or Student Member may seek transfer to Active Membership by affirming his or her eligibility for election to Active Membership. The transfer shall follow the same procedure as one who applies for Active Membership as a new member. A Student Member shall be transferred to Associate Membership automatically on the first day of the calendar month following the termination of eligibility for Student Membership.
Eligibility for Student Membership shall be reviewed annually to determine whether the student is enrolled as a student in pursuit of a degree in geophysics or a related field. An Active Member shall not be eligible for transfer to Student Membership.
Eligibility for Junior Membership shall be reviewed annually.
g. TRANSFER TO EMERITUS STATUS: A Member qualifying for Emeritus Membership may be transferred to that status on written notice to the Executive Director that the Member has reached age 65.
h. FALSE INFORMATION: Submittal of false information in an application shall be considered a violation of the Society’s Code of Ethics and may be considered cause for subsequent expulsion from the Society.
Section 6. Resignation.
a. Any Member of the Society may resign at any time. Such resignation shall be submitted in writing to the Executive Director or President of the Society.
b. Any Member who resigns under the provisions of this Section 6 shall cease to have any rights in the Society and cease to incur further indebtedness to the Society.
c. Any person who has ceased to be a Member under this Section 6 may be reinstated with the approval of a member of the Board of Directors. Any person having resigned more than one time may be reinstated with the approval of a majority of the Board of Directors. Reinstatements are subject to the payment of any outstanding obligations and the dues for the current year. The Member seeking reinstatement must submit an application furnishing the same information required for election to membership.
Section 7. Suspension and Expulsion of Members.
a. Any Member who fails to pay the required dues by the annual date of membership activation shall be automatically suspended from membership on that day. While suspended, Members shall have no rights in the Society.
b. A Member who has been suspended more than one year shall be dropped from membership in the Society.
c. Suspended Members will be reinstated automatically by payment of outstanding obligations and the dues for their current membership year.
d. A Member who has been suspended under the provisions of Section 7b may be reinstated with the majority approval of the Board of Directors. Reinstatements are subject to the payment of outstanding obligations and the dues for the current membership year. The Member seeking reinstatement must submit an application furnishing the same information required for election to membership.
e. The Society may suspend or expel a Member of any grade for a clear violation of the Society’s Code of Ethics, for any action critically disruptive of Society goals and purposes, or for serious misconduct or dishonesty. In the event a Member is accused of violations serious enough to warrant suspension or expulsion, the Board of Directors will notify the accused Member of its intention to initiate proceedings. The President will appoint an ad hoc Board of Hearing to consider the charges. The accused Member will then have a fair opportunity to hear the charges and to present a defense, including the opportunity to appear in person and with representation. The judgment of the Board of Hearing will be submitted to the Board of Directors for final action. The Member against whom the Board of Directors has taken action shall have the right to petition the Council at its next meeting. Following resignation or expulsion as a result of the above-described proceedings, a Member shall not be eligible for reinstatement.
Section 8. Meetings of Members.
The Society shall hold at least one meeting of the Members each year, which shall be known as the Annual Meeting. At one session of the Annual Meeting, the officers of the Society shall be presented and the officers-elect introduced.
a. The Annual Meeting shall be held at a time and place designated by the Board of Directors.
b. Additional meetings of the Members may be called by the Board of Directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall be the governing body of the Society and shall have full control and management of the business, property, affairs, and funds of the Society except as otherwise provided by law, the Articles of Incorporation of the Society, or these Bylaws.
Section 2. Number. The Board of Directors of the Society shall consist of a maximum of 18 individuals, of whom 17 shall have voting privileges.
Section 3. Composition. The Board of Directors shall consist of (a) the President, President-elect, the immediate Past President, a First Vice President, a Second Vice President, a Vice President, Publications, a Treasurer, an Executive Director/Secretary (who shall have no vote), the Chair of the Council, and (b) six (6) to nine (9) Directors elected at-large (“Directors at Large”). The number of Directors at Large positions will initially be six (6) and adjusted annually as determined by the Board of Directors. Adjustments to the number of Directors require an affirmative vote of two-thirds (2/3) majority by the Board of Directors and shall be implemented in the next regular election cycle. No employee of the Society, with the exception of the Secretary, may serve as a member of the Board of Directors. The Treasurer and the Vice President, Publications shall meet the requirements for the positions as specified in the Procedures Manual.
Section 4. Terms of Office.
a. The President-elect shall serve a three-year term, with the first year as President-elect, the second year as President, and the third year as Past President.
b. The Second Vice President shall serve a two-year term, with the first year as Second Vice President and the second year as First Vice President.
c. The Vice President, Publications and Treasurer shall be elected in alternating years for two-year terms.
d. The Directors at Large shall serve three-year terms that will be staggered to avoid all terms expiring in a given year.
e. The Chair of the Council shall serve for a term of three (3) years.
f. Terms of office shall begin at the close of the last official function of the first Annual Meeting after election and shall end on the date a successor is scheduled to assume office.
g. No officer or Director, other than the Treasurer, shall be eligible for election to the same position for two consecutive terms.
h. In case of a vacancy in any office other than President, the Board of Directors shall select a successor to serve the remainder of the unexpired term of the vacant office. In case of vacancy in the office of President, the President-elect shall assume the office of President and shall serve the President’s remaining term and the term to which he was elected as President-elect. The line of succession for President or President-elect shall be to First Vice President to Second Vice President to Treasurer to Vice President, Publications.
Section 5. Resignation and Removal.
a. RESIGNATION: Any member of the Board of Directors may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Board of Directors.
b. REMOVAL: Any member of the Board of Directors may be removed from office, with or without cause, by a three-fourths vote of the voting members of the Board of Directors at any regular or special meeting of the Board of Directors called expressly for that purpose.
Section 6. Meetings of Board of Directors.
a. QUARTERLY MEETINGS: The Board of Directors shall meet at least quarterly at the call of the President with one meeting during the Annual Meeting of the Society and at least three others during the year. Notice for quarterly meetings shall be given no fewer than 30 days in advance of the meeting.
b. SPECIAL MEETINGS: At the call of the President or a majority of the Board of Directors members, the Board of Directors may meet at any time. Meetings shall be called by written or electronic notice not fewer than seven days in advance of any meeting. The purpose for which a special meeting is called shall be stated in the notice.
Section 7. Directors at Large. Directors at Large shall perform such specific duties as may be assigned by the President or the Board of Directors.
Section 8. Chair of the Council. Chair of the Council shall be primarily responsible for representing the Council on the Board of Directors.
ARTICLE V
OFFICERS AND EXECUTIVE COMMITTEE
Section 1. Officers.
The officers of the Society shall be a President, a President-elect, the immediate Past President, a First Vice President, a Second Vice President, a Treasurer, and a Vice President, Publications. The Executive Director of the Society shall serve as Secretary but shall not have voting privileges. Officers, other than the Secretary, shall be elected as provided in Article VI of the Bylaws.
Section 2. Executive Committee.
The officers of the Society, including the Secretary as a nonvoting member, shall constitute the Executive Committee. Subject to prior instructions by the Board of Directors, the Executive Committee shall have full authority to exercise all powers of the Board of Directors when the Board of Directors is not in session.
Section 3. Duties of Officers.
a. PRESIDENT: The President shall be the Chair and a voting member of the Board of Directors and the presiding officer at all meetings of the Board of Directors and the Executive Committee, shall take cognizance of the acts of the Society and of its officers, shall appoint such committees and task forces as are required for the purposes of the Society, and shall designate members to represent the Society. The President may serve on, and may be Chair of, any committee. The President shall prepare an address to be given before the members of the Society at the Annual Meeting. He or she may sign contracts and other instruments on behalf of the Society which the Board of Directors has authorized to be executed and may delegate that authority to the Executive Director of the Society.
b. PRESIDENT-ELECT AND VICE PRESIDENTS: The President-elect and the Vice Presidents shall have general oversight of the business operations of the Society and shall perform such duties as may be delegated by the President or the Board of Directors.
c. TREASURER: The Treasurer, under the direction of the Board of Directors, shall oversee the financial affairs of the Society and shall submit a report covering the fiscal year which shall be included in an Annual Report of the Society, as defined in Article XI, and which shall be published in the next regular issue of a journal of the Society, or on the Society’s Web site. The Treasurer shall oversee the receipt and disbursal of all Society funds, shall ensure staff members properly receive and give receipts for moneys due and payable to the Society and deposit all such moneys in the name of the Society in appropriate banks, shall cause an audit to be prepared annually by a public accountant at the expense of the Society, and in general perform all the duties incident to the office of Treasurer. The Treasurer shall perform such additional duties as may be delegated by the President or Board of Directors.
d. VICE PRESIDENT, PUBLICATIONS: The Vice President, Publications, under the direction of the Board of Directors, shall provide oversight of all SEG publication and technical dissemination activities, ensuring that all such activities are aligned with SEG’s mission, goals, and policies and that the publications achieve the highest standards for technical and scientific integrity. The Vice President, Publications shall submit an annual report of such activities and shall perform such additional duties as may be delegated by the President or Board of Directors.
e. SECRETARY: The Executive Director shall serve as the Secretary with no voting privileges and shall keep the minutes of the meetings of the Board of Directors and the Executive Committee, see that all notices are duly given in accordance with the provisions of these Bylaws, ensure that staff members keep corporate records, and in general perform all duties incident to the office of Secretary and such other duties as may be delegated by the Board of Directors.
f. DIRECTORS AT LARGE: The Directors at Large will be assigned specific duties as determined by the Board of Directors. These duties shall be described in writing prior to the start of the term. One Director at Large serving the last year of his or her term will be the Chair of the Committee on Nominations.
g. PAST PRESIDENT: The Past President shall be a member of the Committee on Nominations and perform such duties as may be delegated by the President or the Board of Directors.
Section 4. Meetings of Executive Committee.
a. REGULAR MEETING: The President shall set a schedule of regular meetings or telephone conferences of the Executive Committee. Notice of the time, day, and place of each regularly scheduled meeting shall be called by written or electronic notice not fewer than seven days in advance of the meeting.
b. SPECIAL MEETINGS: The Executive Committee may meet at any time at the call of the President or a majority of the officers. Notice of the time, day, and place of special meetings shall be called by written or electronic notice not fewer than seven days in advance of any meeting. The purpose for which a special meeting is called shall be stated in the notice.
ARTICLE VI
ELECTION OF OFFICERS, DIRECTORS AT LARGE, AND DISTRICT REPRESENTATIVES
Section 1. Nominations. The Committee on Nominations shall nominate two or more candidates from among the Active Members in good standing for the Directors at Large, President-elect, Second Vice President, Treasurer, and Vice President Publications. The Committee on Nominations shall nominate candidates for the offices of Treasurer and Vice President, Publications to be elected in alternating years and for District Representative vacancies according to the procedures of the committee. The Chair of Council shall be elected in accordance with ARTICLE VII Section 5. The Committee on Nominations must secure the consent of all candidates nominated. The Committee on Nominations shall use its best efforts to seek candidates that reflect the diversity of the Society in their nationality, gender, institutional affiliation, district membership, professional skills and other attributes in order to ensure to the extent possible that the composition of the Society’s membership is reflected in candidates for elective positions in the Society.
Section 2. Timing. The SEG Committee on Nominations must complete its slate of candidates in time for publication in the April issue of The Leading Edge. The committee also shall submit each candidate’s biography, of appropriate length, for publication in The Leading Edge.
Section 3. Petitioning by Voting Members. Prior to 15 May, nominations in writing, each signed by at least 40 Voting Members in good standing and accompanied by the written consent of the candidates and a brief biography of each candidate, ready for publication, may be submitted to the President. A Voting Member may sign only one petition for each office in a given year.
Section 4. Ballots. Election of officers shall be by secret ballot. The names of the nominees for each office shall be arranged on the ballot in a fair manner. Between 1 June and 15 June, the Executive Director shall be responsible to ensure each Member eligible to vote shall be sent a ballot listing all candidates properly nominated for office and for District Representatives. Each ballot shall include brief biographies of the candidates for each Office, Directors at Large, and District Representatives, but not the Secretary.
Section 5. Voting. Each Voting Member may cast one vote for each Officer, except Secretary, and Directors at Large. If represented by a District for which District Representatives are nominated, the Member may also cast one vote to fill a vacancy for District Representative. If voting by paper ballot, the member must return the completed ballot to an independent, private company contracted by the Society to receive ballots and count the votes with the written signature of the Member submitting the ballot on the outside of the official envelope. Written or electronic ballots received not later than the last day of business in July shall be valid..
Section 6. Vote Counting. The Executive Director shall indicate which ballots are valid and shall make arrangements, satisfactory to the Committee on Nominations, to have the votes counted. The candidate receiving the greatest number of valid votes cast for an office shall be declared elected to that office. In case of a tie, the Committee on Nominations shall decide by a secret vote which of the candidates shall be elected. Results of the ballot shall be communicated to all candidates by the Committee on Nominations on or before 15 August.
Section 7. Dates. Dates specified in the foregoing sections are for an Annual Meeting scheduled during the first half of September. In the event the Annual Meeting is scheduled for another time, these specified dates may be advanced or delayed, as appropriate, by the President to accommodate the change in the date of the Annual Meeting.
ARTICLE VII
THE COUNCIL
Section 1. Purpose. The purpose of the Council shall be:
a. To approve the Annual Report and changes to dues rate structure or dues beyond cumulative inflation, and to recommend to the Board of Directors any proposed amendments to the Bylaws. In the event amendments to the Bylaws are recommended by not less than two-thirds of Council members in attendance at a Council meeting, the Board of Directors will submit such recommendations to the Voting Members for approval as established by Article XVI, Section 3.
b. To provide the Board of Directors with suggestions and recommendations in the form of motions from the floor on any topic considered to be of interest to the membership of the Society.
c. To serve in an advisory capacity to the Board of Directors on topics requested for review by the Board of Directors.
d. To represent the members of the Society regarding Society matters; serve the needs of the Sections, Associated Societies, Technical Sections, and Districts; channel information between the Society and the Sections, Associated Societies, Technical Sections, and Districts; promote cooperation, and provide a forum for Members of the Society.
Section 2. Composition.
a. The Council shall consist of Representatives from each Section, Associated Society, Technical Section, and Geographic District. Members in good standing shall be represented on the Council by a Geographic District Representative, regardless of membership in Sections, Associated Societies, or Technical Sections. Furthermore, each Member in good standing may also be represented on the Council by Representatives from a Section, Associated Society, or Technical Section of which the Member is a member. However, each Voting Member shall be represented by only one Section, Associated Society, or Technical Section as designated by the Member.
b. All Representatives to the Council shall be selected from among the Active Members of the Society in good standing for terms stated and in the manner prescribed in ARTICLE VII, Section 3 and Section 4 of the Bylaws.
Section 3. Section and Technical Section Representation on the Council.
a. Each Section, Associated Society, or Technical Section shall have the following numbers of Representatives on the Council when it has the following number of SEG Voting Members in good standing among its membership:
i. One Representative when the Section, Associated Society, or Technical Section has had at least 20 Voting Members within the past two years and not more than 75 Voting Members;
ii. One additional Representative when the Section, Associated Society, or Technical Section has at least 75 and not more than 325 Voting Members; and
iii. One additional Representative for each additional 250 Voting Members.
iv. The allocation shown in ARTICLE VII, Section 3.a.iii. of the Bylaws shall be adjusted in the future as required such that the total number of Section, Associated Society, Technical Section, and District Representatives remains below 100.
The Sections, Associated Societies, or Technical Sections will select the appropriate number of Council Representatives as set forth in ARTICLE VII Section 3. A Section, Associated Society, or Technical Section Representative on the Council must be a member of the Section, Associated Society, or Technical Section and an Active Member of the Society in good standing. The term of office shall be determined by the Section, Associated Society, or Technical Section and a Representative may serve consecutive terms. The term of office will start 1 August following appointment by the Sections, Associated Societies, or Technical Sections and notice in writing to the President and Secretary of the SEG.
b. In the event a Representative is unable to fulfill his or her term the pertinent Section, Associated Society, or Technical Section will notify the Secretary of the SEG in writing of their representative’s inability to fulfill his or her term, as soon as this situation is evidenced. After the declaration of inability or absentia, a new Representative will be chosen by the Section, Associated Society, or Technical Section executive committee The Representative must be an Active Member in good standing. The Secretary of the SEG must receive written notification of the new Representative at least four days prior to the Council Meeting for the Representative to be seated on Council with full privileges.
c. In the event a Representative is unable to attend a Council Meeting, the pertinent Section, Associated Society, or Technical Section will notify the Secretary of the SEG in writing of their representative’s inability to attend the Council meeting, as soon as this situation is evidenced. The Section, Associated Society, or Technical Section executive committee may designate an alternate, who is an Active Member in good standing. The designated alternate Representative will be seated on Council with the same voice and voting privileges as given to a regular Representative as long as the Secretary of the SEG receives written notification of the new Representative at least four days prior to the Council meeting.
Section 4. District Representation on the Council.
a. Members in each District shall be represented on the Council by two District Representatives. District Representatives from each District shall be elected in the manner prescribed in ARTICLE VI of the Bylaws from among the Active Members of the Society in good standing having primary address in the District.
b. Candidates for District Representatives shall be nominated by the Committee on Nominations and elected by all voting members of the District. The term of each District Representative shall be two years with staggered terms such that only one District Representative is elected annually. The term of office shall begin immediately following publication of the results of the election.
c. If a District Representative is unable to perform the required duties, the Board of Directors will appoint an Active Member of the Society from the District to fill the unexpired term.
d. In the event a District Representative is unable to attend a Council Meeting the SEG Board of Directors or the District Representative may designate an alternate who is an Active Member in good standing and is a member of that District. The designated alternative District Representative will be seated on Council with voting privileges if the Secretary of the SEG has received written notification at least four days prior to the Council meeting.
Section 5. Chair of the Council. Every third year, or more frequently if necessary, at a time and method as determined by the Council, a Chair and a Vice Chair shall be elected from the current Council membership or previous Council membership. Each will have a term of three years. The Chair will be a member of the Board of Directors. If for any reason the Chair of the Council is unable or unwilling to complete his or her term of office the Vice Chair will assume the title and duties of the Chair of the Council, and an interim Vice Chair will be elected by the Council at a time and manner to be determined by the Council.
Section 6. Council Meetings
a. The Council may meet at any time at the call of the Board of Directors or the Chair of the Council and after notice to all Members. Notice of the time, day, and place of the meeting shall be called by written or electronic notice not fewer than 30 days in advance of any meeting. A Council meeting may also be conducted virtually via electronic methods. The purpose for which the meeting is called, as defined in Article VII, Section 1, shall be stated in the notice
b. Council meetings must occur at a minimum twice per year, one such meeting occurring during the Annual Meeting of the Society, another during the second quarter of each year for purposes that shall include approving the SEG Annual Report, as defined in Article XI and distributed to Council members in advance. With the exception of the Council meeting during the Annual Meeting of the Society, all other meetings may be conducted exclusively via electronic methods, not requiring a place of assembly. Notwithstanding the above, Council members may also participate in the Council meeting during the Annual Meeting of the Society via electronic methods if they cannot participate in person. Interested Members of the Society may attend any Council meeting with the privilege to speak but not to vote.
c. All Meetings of the Council will be chaired by the Chair of the Council. A quorum at any meeting of the Council shall consist of one-third of all Council members. If not physically present, any one or more members of the Council may participate in a meeting and be counted for determination of a quorum if his or her participation is by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear and be heard. Except as otherwise expressly required by law, the Articles of Incorporation of the Society, or the Bylaws, the affirmative vote of a majority of the members present at any meeting at which a quorum is present shall be required for any action to be taken by the Council. Each member shall have one vote. Voting by proxy shall not be permitted. Members may vote on any action by electronic means.
d. The Council meeting during the Annual Meeting of the Society shall include the following:
i. Presence of the Board of Directors of the Society who will give a summary of important items of business during the year and shall present reports from the officers, committees, and subsidiaries, and the activities of the Society for the past year.
ii.The President or the Chair will present matters for which Council approval is sought or opinion is requested by the Board of Directors.
iii. Interested Members of the Society may attend the Annual Council Meeting with the privilege to speak but not to vote.
iv. At the Annual Council Meeting, the Council shall conduct any other necessary business, including motions to the Board of Directors, subject to the provisions of the Bylaws.
ARTICLE VIII
PROCEDURES FOR MEETINGS; CONFLICT OF INTEREST; BONDING
Section 1. Meetings. In addition to meeting procedures set forth in the Bylaws and the Procedures Manual, the following shall apply to meetings of the Board of Directors and Executive Committee:
a. WAIVER OF NOTICE: Any member of the Board of Directors or Executive Committee may waive the requirement of notice to him or her of any meeting by a written statement executed either before or after the meeting. Attendance and participation at a meeting without objection to the notice requirement shall also constitute a waiver of the requirement of notice to him or her. Agreement by a majority of the members of the Board of Directors or Executive Committee, as the case may be, shall be required to waive the requirement of notice of the meeting as to all such members.
b. QUORUM: A quorum at any meeting of the Board of Directors or Executive Committee shall consist of a majority of the members, except that the Secretary shall not be counted for a quorum in any such meeting.
c. TELEPHONIC MEETINGS: Any one or more members of the Board of Directors or Executive Committee may participate in a meeting and be counted for determination of a quorum if his or her participation is by means of a conference telephone or similar telecommunications device that allows all persons participating in the meeting to hear.
d. MANNER OF ACTING: Except as otherwise expressly required by law, the Articles of Incorporation of the Society, or the Bylaws, the affirmative vote of a majority of the members present at any meeting at which a quorum is present shall be required for any action to be taken by the Board of Directors or the Executive Committee, as the case may be. Each member shall have one vote. Voting by proxy shall not be permitted. Members may vote on any action by mail, electronic means, or in person.
e. UNANIMOUS WRITTEN CONSENT IN LIEU OF A MEETING: Action may be taken without a meeting if written consent to the action is signed by all members of the Board of Directors or the Executive Committee.
f. ELECTRONIC SIGNATURES: Signatures transmitted by electronic means may be accepted as original signatures.
Section 2. Conflicts of Interest. No member of the Board of Directors, the Executive Committee, the Council, or any committee of the Society shall cast a vote nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such member has allegiance, has a personal interest that may be seen as competing with the interest of the Society (hereinafter a “conflict of interest”). Any member who believes he or she may have a conflict of interest shall notify the Board of Directors, the Executive Committee, the Council, or the committee, as the case may be, of the possible conflict of interest prior to deliberation on the matter in question. The member shall be asked to recuse himself or herself from final deliberation of the matter in question where a conflict has been determined to exist. The Board of Directors, the Executive Committee, the Council, or the committee, as the case may be, shall make the final determination as to whether any member has a conflict of interest in any matter. The minutes of the meeting shall reflect disclosure of any conflict of interest determined to exist or possibly exist and whether or not the member recused himself or herself.
Section 3. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Society shall furnish, at the expense of the Society, a fidelity bond approved by the Board of Directors.
ARTICLE IX
SECTIONS, TECHNICAL SECTIONS, ASSOCIATED SOCIETIES, DISTRICTS, AND OTHER GROUPS AFFILIATED WITH THE SOCIETY
Section 1. Sections and Associated Societies.
a. Members and other persons engaged in geophysics or a related field within a specific geographic area may form a separate legal entity as a Section to develop and explore ways of pursuing the purpose and objectives of the Society provided that at least 20 Voting Members in good standing petition to form the proposed Section. The Board of Directors shall be responsible for approving for Society recognition and Council Membership any proposed Section. Council Representatives as specified in Article VII shall be responsible for representing Sections at the Annual Meeting and in other Council business.
b. Existing legal entities representing members and other persons engaged in geophysics or a related field within a specific geographic area and wishing to develop and explore ways of pursuing the purpose and objectives of the Society may be recognized as an Associated Society provided that at least 20 Voting Members in good standing representing the entity petition to form the proposed association. The Board of Directors shall be responsible for approving for Society recognition and Council Membership any Associated Society. Council Representatives as specified in Article VII shall be responsible for representing Associated Societies at the Annual Meeting and in other Council business.
c. The terms Section and Associated Society shall be taken to be synonymous with respect to representation on the Council, and either may be adopted at the preference of the individuals forming the Section or Associated Society. The rights and responsibilities of Sections and Associated Societies under the Bylaws shall be the same.
d. The Society shall have no responsibility for the operation of a Section or Associated Society except as may be agreed specifically by the Board of Directors in writing.
Section 2. Technical Sections. Members may form a Technical Section, to further the objectives of the Society in a field of geophysical methods, theory, or applications, which will operate within the governance, financial, and organizational structure of the Society. The scope of a Technical Section shall be sufficiently broad to represent active professional interests of a substantial segment of geophysicists. Technical Sections shall have formal procedures and be recognized and represented by the Council. The Board of Directors shall be responsible for approving Technical Sections for Society recognition and Council Membership using the criteria for establishing and procedures for forming Technical Sections as set forth in the Procedures Manual.
Section 3. Districts. Members of each District shall be represented by two District Representatives from each of the following twelve Geographic Districts corresponding to their primary addresses:
a. District 1: HOUSTON (defined by Postal code range for the “greater” Houston city limits), (Informal Name: Houston).
b. District 2: GREATER TEXAS (Informal Name: Texas).
c. District 3: ARIZONA, CALIFORNIA, COLORADO, KANSAS, NEVADA, NEW MEXICO and UTAH (Informal Name: Southwest United States).
d. District 4: ALABAMA, ALASKA, ARKANSAS, CONNECTICUT, DELAWARE, DISTRICT OF COLUMBIA, FLORIDA, GEORGIA, HAWAII, IDAHO, ILLINOIS, INDIANA, IOWA, KENTUCKY, LOUISIANA, MAINE, MARYLAND, MASSACHUSETTS, MICHIGAN, MINNESOTA, MISSISSIPPI, MISSOURI, MONTANA, NEBRASKA, NEW HAMPSHIRE, NEW JERSEY, NEW YORK, NORTH CAROLINA, NORTH DAKOTA, OHIO, OKLAHOMA, OREGON, PENNSYLVANIA, RHODE ISLAND, SOUTH CAROLINA, SOUTH DAKOTA, TENNESSEE, VERMONT, VIRGINIA, WASHINGTON, WEST VIRGINIA, WISCONSIN and WYOMING (Informal Name: North and Eastern United States).
e. District 5: CANADA.
f. District 6: ANTIGUA AND BARBUDA, ARGENTINA, ARUBA, BAHAMAS, BARBADOS, BELIZE, BERMUDA, BOLIVIA, BRAZIL, CANAL ZONE (PANAMA), CAYMAN ISLANDS, CHILE, COLOMBIA, COSTA RICA, CUBA, CURACAO, DOMINICA, DOMINICAN REPUBLIC, ECUADOR, EL SALVADOR, FALKLAND ISLANDS, FRENCH GUIANA, FRENCH POLYNESIA, GRENADA, GUADELOUPE, GUATEMALA, GUYANA, HAITI, HONDURAS, JAMAICA, MARTINIQUE, MEXICO, NETHERLANDS ANTILLES, NICARAGUA, PANAMA, PARAGUAY, PERU, PUERTO RICO, SANTA LUCIA, ST. KITTS AND NEVIS, ST. LUCIA, ST. VINCENT/GRENADINES, SURINAME, TRINIDAD & TOBAGO, URUGUAY, VENEZUELA, VIRGIN ISLANDS (Informal Name: Latin America and Caribbean).
g. District 7: DENMARK, ESTONIA, FAROE ISLANDS, FINLAND, GREENLAND, ICELAND, IRELAND, KAZAKHSTAN, LATVIA, LITHUANIA, NORWAY, RUSSIA, SWEDEN, UNITED KINGDOM (Informal Name: North Europe).
h. District 8: ALBANIA, ANDORRA, ARMENIA, AUSTRIA, AZERBAIJAN, BELARUS, BELGIUM, BOSNIA AND HERZEGOVINA, BULGARIA, CROATIA, CYPRUS, CZECH REPUBLIC, FRANCE, GEORGIA, GERMANY, GIBRALTAR, GREECE, HUNGARY, ITALY, LIECHTENSTEIN, LUXEMBOURG, MACEDONIA, MALTA, MOLDOVA, MONACO, MONTENEGRO, NETHERLANDS, POLAND, PORTUGAL, ROMANIA, SAN MARINO, SERBIA, SLOVAKIA, SLOVENIA, SPAIN, SWITZERLAND, TURKEY, UKRAINE, VATICAN CITY (Informal Name: South and Central Europe).
i. District 9: ANGOLA, BASUTOLAND, BENIN, BOPHUTHATSWANA, BOTSWANA, BURKINA FASO, BURUNDI, CAMEROON, CANARY ISLANDS, CAPE VERDE, CENTRAL AFRICAN REPUBLIC, CHAD, COMOROS, CONGO REP, DEMOCRATIC REP OF CONGO, DJIBOUTI, EQUATORIAL GUINEA, ERITREA, ETHIOPIA, GABON, GAMBIA, GHANA, GUINEA, GUINEA-BISSAU, IVORY COAST, KENYA, LESOTHO, LIBERIA, MADAGASCAR, MALAWI, MALI, MAURITANIA, MAURITIUS, MAYOTTE, MOZAMBIQUE, NAMIBIA, NIGER, NIGERIA, REPUBLIC OF ZAIRE, RWANDA, SAHARAWI REPUBLIC (SADR), SAO TOME/PRINCIPE, SENEGAL, SEYCHELLES, SIERRA LEONE, SOMALIA, SOUTH AFRICA, SOUTHWEST AFRICA, SUDAN, SWAZILAND, TANZANIA, TOGO, UGANDA, UPPER VOLTA, ZAMBIA, ZIMBABWE (Informal Name: Sub-Saharan Africa).
j. District 10: AFGHANISTAN, ALGERIA, BAHRAIN, BANGLADESH, BHUTAN, EGYPT, INDIA, IRAN, IRAQ, ISRAEL, JORDAN, KUWAIT, KYRGYZ REPUBLIC, LEBANON, LIBYA, MALDIVES, MOROCCO, NEPAL, OMAN, PAKISTAN, QATAR, SAUDI ARABIA, SRI LANKA, SYRIA, TAJIKISTAN, TUNISIA, TURKMENISTAN, UNITED ARAB EMIRATES, UZBEKISTAN, WEST BANK AND GAZA, YEMEN (Informal Name: Middle East, North Africa, and West Central Asia).
k. District 11: BURMA, CAMBODIA, CHINA, HONG KONG – CHINA, SOUTH KOREA, REP OF LAOS, MACAO, MONGOLIA, MYANMAR, NORTH KOREA, PALAU, SINGAPORE, TAIWAN, THAILAND, VIETNAM (Informal Name: Asia).
l. District 12: AMERICAN SAMOA, AUSTRALIA, BRUNEI, COOK ISLAND, FIJI, GUAM, INDONESIA, JAPAN, KIRIBATI, MALAYSIA, MARSHALL ISLANDS, MICRONESIA, NEW CALEDONIA, NEW GUINEA, NEW ZEALAND, NORTHERN MARIANA ISLANDS, PAPUA NEW GUINEA, PHILIPPINES, SAMOA, SOLOMON ISLANDS, TIMOR-LESTE, TONGA, VANUATU (Informal Name: Pacific).
Section 4. Affiliated Societies. The Board of Directors may arrange for affiliation of the Society with any duly organized groups, associations, or societies.
Section 5. Student Chapters. In keeping with the objectives of this Society, the formation of Student Chapters at recognized colleges or universities shall be encouraged by the Board of Directors.
a. Formation of a Student Chapter may be authorized by the Board of Directors, provided a petition is submitted by ten or more graduate or undergraduate students and a faculty adviser. Membership in the Society is recommended but not mandatory for the petitioners.
b. A Student Chapter shall adopt bylaws that are consistent with the Bylaws of the Society. The Student Chapter’s bylaws shall be approved by the Board of Directors before affiliation is granted. Student Chapters must maintain at least ten active members and have a faculty advisor in order to receive benefits from the Society.
Section 6. Dissolution of Affiliation. Affiliation of the Society with a Section, Associated Society, Technical Section, District, Affiliated Society, or Student Chapter may be severed by the Board of Directors. Severance of affiliation may require payment of sums owed to the Society.
ARTICLE X
COMMITTEES
Section 1. Appointment. The President may at any time appoint committees and task forces for such purposes as may be deemed fit to further the purposes of the Society.
Section 2. Terms. The terms of all committees shall expire at the close of the Annual Meeting unless otherwise specified in the Procedures Manual. The terms of committees with scope involving interrelationships with other organizations may be set by the Board of Directors to accommodate the schedules of those organizations.
Section 3. Policies and Procedures. With the approval of the Board of Directors, each committee and task force may adopt policies and procedures for its meetings consistent with the Bylaws or with the Procedures Manual.
Section 4. Committee on Nominations. There shall be a Committee on Nominations consisting of two Directors at Large serving two years; the first year as a Committee Member and the second year as the Committee Chair. The year as Chair shall be the last year of his or her term as Director. This position will be appointed by the SEG President. Other Committee members include the three immediately prior Past Presidents, the Chair of the Council, and four Active Members, each of whom represents a different Section, Associated Society, Technical Section, or Geographic District. Two of the Sections, Associated Societies, Technical Sections, or Districts shall be selected annually by the Committee on Nominations in a random manner by a blind drawing from a pool of these groups. Annually, the names of the two groups selected in this manner shall be removed from the pool for drawings in subsequent years. When the pool is depleted, it shall be reconstituted by inclusion of all such groups existing at that time. The pool shall be modified by deleting disbanded groups and by adding newly formed groups as these occur.
The leadership of each of the two groups selected by the Committee on Nominations shall appoint a representative to serve two years on the Committee on Nominations.
In the event a Past President must resign from the committee, the most recent Past President who is not on the committee shall become a member of the committee. If the Chair of the committee must resign, the successor Chair shall be selected by the Board of Directors.
In the event a representative of a selected group must resign from the committee for any cause, that group’s leadership shall be requested to appoint a replacement for the remainder of the term. If this is not possible, another group shall be selected by the Committee on Nominations, in the random manner described above, and requested to select a representative to serve on the committee for the remainder of the predecessor’s term.
ARTICLE XI
PUBLICATIONS AND HONORS AND AWARDS
Section 1. Publications.
a. ANNUAL REPORT. The Annual Report will contain the Audited Financial Statements, the Officers’ Reports, a report of committee activities prepared by the chair of each committee, and any other reports that are deemed appropriate as defined in the SEG Procedures Manual. The Annual Report is to be distributed to the Board of Directors and Council during the second quarter of each year by either print or electronic means. Interim reports shall be made at the request of the President.
b. The Society shall publish a technical journal entitled Geophysics and other journals designated by the Board of Directors. Editors-in-Chief, selected as described in the SEG Procedures Manual, shall be the sole judges of which technical papers are accepted for publication in their journals. The Society’s publications may be distributed in electronic or paper form.
c. The journals shall be published at intervals designated by the Board of Directors.
d. All reports to the Society by its officers and committees shall be published in a journal designated by the Board of Directors. All Members of the Society shall be presumed to have due notice of all Society matters published in the journals.
e. Original papers, articles, reviews, abstracts, notes, letters, or any other material containing information of interest to the Members of the Society may be published in the journals.
f. The subscription rates of the journals shall be set by the Board of Directors.
g. The Board of Directors will authorize the printing, financing, and distribution of all Society publications.
Section 2. Honors and Awards.
a. The Committee on Honors and Awards shall consist of five Active Members, none of who shall have been Members of the Society fewer than five years. Each incoming President shall appoint one Member from among the past Presidents of the Society, if available, to serve five years. The senior member of the committee shall retire after the Annual Meeting. In the event a committee member cannot serve for any reason, the President shall appoint a successor from available Past Presidents for all or part of the remaining term.
b. The Committee on Honors and Awards shall review suggestions for new honors and awards and shall submit its recommendations to the Board of Directors.
c. The highest award of the Society shall be named in honor of Maurice Ewing. The Maurice Ewing Medal shall be awarded from time to time to a person who, in the unanimous opinion of the Honors and Awards Committee and of the Board of Directors, is deserving of SEG’s highest honor through having made distinguished contributions both to the advancement of the science and to the profession of exploration geophysics. The award of the Maurice Ewing Medal shall confer Honorary Membership on its recipients.
d. The committee shall recommend to the Board of Directors candidates for all established honors and awards of the Society and for election to Honorary Membership.
e. The Committee on Honors and Awards may submit to the President four months before the Annual Meeting the name or names of any person or persons it deems eligible for the Maurice Ewing Medal or for election as an Honorary Member. The committee shall submit a written report explaining the basis of its recommendations.
f. The President shall submit copies of any such reports to all members of the Board of Directors. The Board of Directors shall consider all such reports and vote not less than three months before the Annual Meeting. Unanimous action by those voting shall be required to bestow the Maurice Ewing Medal or to elect any person as an Honorary Member.
ARTICLE XII
EXECUTIVE DIRECTOR
Section 1. Authority. The Board of Directors may employ an Executive Director who is responsible for the operations and staff activities in all of SEG’s offices and subsidiaries, who maintains the official records of the Society, and who serves as steward of all funds and trusts. The Executive Director also shall perform such duties as the Board of Directors may assign and shall report to and be directly responsible to the Board of Directors for the performance of those duties.
Section 2. Staff. Within the constraints of the budget approved by the Board of Directors, the Executive Director shall employ staff for execution of Society activities, shall train and supervise staff members for those activities, and may discharge staff members.
Section 3. Termination. The Board of Directors may discharge the Executive Director at any time.
ARTICLE XIII
POLICIES AND PROCEDURES; MISCELLANEOUS PROVISIONS
Section 1. Procedures Manual. A Procedures Manual, not in conflict with these Bylaws, shall contain the policies and procedures of the Society governing the details of the operation of the Society. The Procedures Manual shall be prepared by the Executive Director, who shall revise it as necessary. The Procedures Manual and any changes to it must be approved by the Board of Directors and shall be made available to the membership of the Society.
Section 2. Notices. Whenever under the provisions of these Bylaws notice is required to be given to a Director, officer, or committee member, such notice shall be given in writing by first-class mail or overnight delivery service with postage prepaid to such person at his or her address as it appears on the records of the Society. Such notice shall be deemed to have been given when deposited in the mail or the delivery service. Notice also may be given by facsimile, electronic mail, or hand delivery and will be deemed given when received.
Section 3. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with the Society’s Bylaws and the Procedures Manual.
ARTICLE XIV
INDEMNIFICATION
To the extent and in the manner permitted by Section 1031 of Title 18 of the State of Oklahoma Statutes, SEG shall indemnify current and past Directors, officers, employees, and agents of the Society acting or having acted in service to the Society and persons who are serving or have served the Society at the Society’s request.
ARTICLE XV
REVIEW BY MEMBERS
Section 1. Any action of the Board of Directors, an officer, the Executive Committee, the Council, or any committee of the Society shall be subject to review by the Voting Members.
Section 2. Proposals to change any decision, policy, or procedure of the Board of Directors, an officer, the Executive Committee, the Council, or any committee shall be submitted in writing to the President and signed by at least five percent of the Voting Members of the Society in good standing.
Section 3. Any proposed change must not be in conflict with the Bylaws. The legality of a proposed change shall be determined by the Board of Directors, with the advice of counsel when indicated.
Section 4. Upon receipt of such a petition with a sufficient number of valid signatures and upon determination of the legality of the proposed change, the President shall advise the Board of Directors, the officer, the Executive Committee, the Council, or the committee involved.
Section 5. Should the Board of Directors, the officer, the Executive Committee, the Council, or the committee involved be unwilling to comply with the petition, it shall be published, together with a discussion by the proposer and the party involved, in the next issue of a Society journal.
Section 6. Within 30 days after publication in a journal, the petition shall be submitted to the membership by ballot under the direction of the President. A majority of the ballots returned within 30 days after being sent shall be decisive. Should the vote favor the petition, it shall be complied with, within the limitations imposed by the Bylaws, as promptly as practicable.
ARTICLE XVI
AMENDMENTS TO THE BYLAWS
Section 1. Amendments to the Bylaws may be proposed by the Board of Directors or by a petition containing signatures of at least five percent of the Voting Members of the Society in good standing.
Section 2. All proposed amendments to the Bylaws must be published verbatim in a Society journal prior to the Annual Meeting.
Section 3. At each Council meeting, all proposed amendments received and published in a Society journal since the previous Council meeting shall be considered. The Council may recommend to the Board of Directors any proposed amendment to Bylaws by an affirmative vote of two-thirds of the members of the Council in attendance. The Board of Directors shall submit those amendments to the Bylaws receiving an affirmative vote from the Council by ballot to the entire Voting Membership of the Society within 60 days. If a majority of the ballots returned within 60 days of their being sent favor the proposed amendment, the amendment shall become effective at the expiration of these sixty days. All amendments shall be reported in a Society journal.
Section 4. Proposed amendments to the Bylaws which have been rejected by the Council must be resubmitted under the provisions of this Article if they are to be further considered.
Section 5. The legality of all amendments shall be determined by the Board of Directors, with the advice of counsel when indicated, before publication in a Society journal.