Governance

Proposed Bylaws of the Society of Exploration Geophysicists

ARTICLE I      OFFICE AND REGISTERED AGENT 
Section 1.       Principal Office                                   
Section 2.       Registered Office and Agent  

ARTICLE II     PURPOSES AND OBJECTIVES         

ARTICLE III    MEMBERSHIP
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 AND DIRECTORS AT LARGE        
Section 1.       Nominations    
Section 2.       Timing 
Section 3.       Petitioning by Active Members
Section 4.       Ballots 
Section 5.       Committee of Tellers  
Section 6.       Voting 
Section 7.       Vote Counting 
Section 8.       Dates  

ARTICLE VII   THE COUNCIL           
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.       Annual Council Meeting          
Section 6.       Other Council Meetings          

ARTICLE VIII  PROCEDURES FOR MEETINGS; CONFLICT OF INTEREST; BONDING
Section 1.       Meetings         
Section 2.       Conflicts of Interest    
Section 3.       Bonding          

ARTICLE IX    SECTIONS, TECHNICAL SECTIONS, ASSOCIATED SOCIETIES, DISTRICTS
                      AND OTHER GROUPS AFFILIATED WITH THE SOCIETY
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          

ARTICLE X     COMMITTEES
Section 1.       Appointment   
Section 2.       Terms 
Section 3.       Annual Reports           
Section 4.       Policies and Procedures         
Section 5.       Committee on Nominations     
Section 6.       Committee of Tellers  

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 XIV  INDEMNIFICATION    

ARTICLE XV   REVIEW BY MEMBERS

ARTICLE XVI  AMENDMENTS TO THE BYLAWS

ARTICLE I
OFFICE AND REGISTERED AGENT

Section 1.  Principal Office. The principal office of the Society of Exploration Geophysicists (hereafter called the "Society") shall be in the State of Oklahoma.

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 State of Oklahoma Nonprofit Corporation Act. The registered agent shall be a corporation authorized to transact business in the State.

Back to Bylaws Table of Contents

ARTICLE II
PURPOSES AND OBJECTIVES

The objectives of this Society shall be to promote the science of geophysics, including applications and research, to foster the common scientific interests of geophysicists, and to maintain a high professional standing among its members.

Back to Bylaws Table of Contents

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":

a. ACTIVE MEMBERS: Active Members shall be selected from applicants who are or have been actively engaged in practicing or teaching geophysics or a related scientific field. The applicant's work must have been of a professional nature for not fewer than eight years and must have been of a responsible nature calling for the exercise of independent judgment and the application of geophysical or geologic principles during at least three years of the total eight years' professional experience. An applicant having worked toward a degree in a scientific field from a recognized college or university may count time as a student toward a portion of the required eight years' professional experience, not to exceed the following: bachelor's degree, four years; master's degree, five years; doctor's degree, seven years. Time spent solely as a full-time student, even in pursuit of a doctorate, cannot be counted toward the requirement of at least three years' professional experience of a responsible nature.

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 sixty-five years of age, provided the member has been an Active or Associate Member for a total of thirty 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 as graduate or undergraduate students in good standing in residence 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 any corporation that is actively engaged in geophysical applications, geophysical research, or a related field, or in furnishing services or products used in geophysical exploration or research, and 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 no voting privileges and 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.

Section 4.  Dues.

a. DETERMINATION: The Board of Directors shall have the authority to adjust annual dues for cumulative inflation. The Board of Directors shall provide details to the Council in its annual report. Other than such adjustments, changes in membership dues are subject to Council affirmative vote. Honorary and Life Members shall not be required to pay dues and shall receive, without charge, the journals and any other periodicals published by the Society. The Board of Directors may provide different rates for different membership classes and other considerations. Dues shall be established in accordance with the Procedures Manual. Changes of dues shall not take effect until after the next regularly scheduled Council meeting.

b. MEMBERSHIP: Membership shall begin the first day of the month following the processing of the application, and payment of dues and shall extend for twelve months from that date. Annual dues of renewing Members shall be due on the anniversary date of membership activation. Members with dues in arrears shall lose all benefits and privileges of membership until such arrears are met, and no Member in arrears on 1 June shall have voting privileges that year.

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 an application setting forth details of the applicant's education and experience, together with dues for one year. For Active Membership, the application shall list the names and present addresses of not fewer than three references with at least one from among the Active Members of the Society in good standing. Additional references may be selected from the following sources: active or equivalent members of SEG's allied or cooperating societies; current or past geosciences employers; and/or authorship of a technical publication in a journal sponsored by SEG or one of its affiliated or associated societies. All references must be personally acquainted with the applicant and the applicant's recent experience and must confirm that the applicant is qualified by training and experience for Active Membership. 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 with at least eight years of membership in the Society who seeks transfer to Active Membership will have a waiver of providing the required references 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.

c. WAIVER OF REFERENCES: The Board of Directors may waive the requirement of references from Members of the Society for geographic or other reasons if the applicant is otherwise eligible and furnishes other satisfactory references.

d. VERIFICATIONS: The Executive Director shall contact all references for Active Membership for verification of the applicant's statements. All replies from the references shall be considered confidential and shall not be disclosed, except to the Board of Directors, without the references' prior written consent.

e. 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 thirty days after this publication, the applicant shall be deemed approved by the membership at large effective on the date of such publication.

f.  APPROVALS: An applicant for Active or Corporate Membership must be approved by a majority of the Board of Directors. An applicant for Associate, Student, or Junior Membership shall be approved by any member of the Board of Directors.

g. 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.

h. TRANSFERS: An Associate or Student Member may seek transfer to Active Membership by supplying additional information to show eligibility for election to Active Membership. An Associate or Student Member with at least eight years of membership in the Society who seeks transfer to Active Membership will have a waiver of providing the required references if the member otherwise meets the requirements of election to Active Membership. The Committee on Membership may of its own initiative secure the necessary additional information and submit it to the Board of Directors. The transfer shall be handled in the same manner as election to Active Membership. An Associate Member with fewer than eight years of membership in the Society who desires a transfer to Active Membership must 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.

i.  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 sixty-five.

j.  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 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 Board of Directors at its next meeting for a rehearing. 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.

Back to Bylaws Table of Contents

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 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, the Editor, the Treasurer, the Executive Director/Secretary (who shall have no vote), the Chair of the Council, and (b) nine (9) Directors elected at large ("Directors at Large"). No employee of the Society, with the exception of the Secretary, may serve as a member of the Board of Directors. The Treasurer and Editor 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 Editor 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 such that three Directors are elected each 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 and the Editor, 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 Editor.

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 thirty (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 (7) 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.

Back to Bylaws Table of Contents

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 an Editor. 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 and which shall be published in the next regular issue of a journal of the Society. 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. EDITOR: The Editor, under the direction of the Board of Directors, shall administer the technical editing activities related to Geophysics and special publications, shall submit an annual report of such activities, shall have authority to solicit papers and material for these publications, and may accept or reject material offered for publication in Geophysics. The Editor may appoint associate, regional, and special editors 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.

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 30 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 thirty (30) days in advance of any meeting. The purpose for which a special meeting is called shall be stated in the notice.

Back to Bylaws Table of Contents

ARTICLE VI
ELECTION OF OFFICERS AND DIRECTORS AT LARGE

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, for President-elect, and for Second Vice President and shall nominate one or more candidates for the offices of Treasurer and Editor to be elected in alternating years and for District Representative vacancies according to the procedures of the committee. 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, corporate 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, in time for publication in the July issue of The Leading Edge.

Section 3.  Petitioning by Active Members. Prior to 15 May, nominations in writing, signed by at least forty Active Members in good standing and accompanied by the written consent of the candidate 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 prepare and send, to each Member eligible to vote, a ballot listing all candidates properly nominated for office and for District Representatives. With each ballot, the Executive Director shall send an official ballot return envelope and brief biographies of the candidates for officers except the Secretary, and for Directors at Large. For Members represented by District Representatives, the Executive Director shall prepare an additional ballot of all properly nominated candidates for District Representative for each Member's geographic District. With this ballot, the Executive Director shall include brief biographies of the candidates.

Section 5.  Committee of Tellers. The SEG Committee on Nominations shall appoint a Committee of Tellers as provided in ARTICLE X, Section 6. Results shall consist of the number of votes received by each candidate.

Section 6.  Voting. Each Member voting may cast one vote for each officer and Director at Large. If represented by a District for which District Representatives are nominated, the Member also may cast one vote to fill a vacancy for District Representative. If voting by paper ballot, the completed ballot must be returned to the Executive Director in the official envelope carrying on the outside the written signature of the Member submitting the ballot. Ballots received by the Executive Director not later than the last day of business in July shall be valid.

Section 7.  Vote Counting. The Executive Director shall indicate which ballots are valid and shall make arrangements, satisfactory to the Tellers, 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 8.  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.

Back to Bylaws Table of Contents

ARTICLE VII
THE COUNCIL

Section 1.  Purpose. The purpose of the Council shall be:

a. To consent or withhold consent to the Annual Report, changes to dues beyond cumulative inflation, and Bylaws revisions at the Annual Council Meeting.

b. To petition and/or motion the Board of Directors on any topic of interest to the membership of the Society. Any petition or motion shall be reviewed by the Board of Directors, and a response thereto shall be submitted to the Chair of the Council.

c. To serve in an advisory capacity to the Board of Directors on topics requested for review by the Board of Directors.

d. In general, to represent the members of the Society regarding Society matters; serve the needs of the Sections, Technical Sections, and Districts; channel information between the Society and the Sections, 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, Technical Section, and District. Active Members in good standing shall be represented on the Council by Section Representatives from a Section of which they are members; otherwise, they shall be represented on the Council by the Technical Section of which they are members; otherwise, they shall be represented on the Council by District Representatives corresponding to their geographic Districts. Each Active Member will be represented by only one Section, Technical Section, or District.

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, Technical Section, or District shall have the following numbers of Representatives on the Council when it has the following number of Active Members in good standing among its membership:

i.  One Representative when the Section, Technical Section, or District has had at least 20 members within the past two years and not more than 75 Active Members;

ii.  One additional Representative when the Section, Technical Section, or District has at least 75 and not more than 325 Active Members; and

iii. One additional Representative for each additional 250 Active Members.

iv. The allocation shown in ARTICLE VII, Section3a. iii. of the Bylaws shall be adjusted in the future as required such that the total number of Section, Technical Section, and District Representatives remains below 100.

b. The President of each Section or Technical Section shall represent that Section on the Council as a Section Representative. If a Section or Technical Section is entitled to two or three Representatives, as prescribed by Article VII Section3a. of the Bylaws, the additional posts shall be filled by the Past President and either the prior Past President or President-elect of the Section, respectively. Any additional representatives will be appointed by the Section or Technical Section.

c. A Section or Technical Section Representative on the Council must be a member of the Section or Technical Section and an Active Member of the Society in good standing. When a Section President, Past President, prior Past President, or President-elect is not eligible or otherwise is unable to serve on the Council or when a Section or Technical Section is entitled to more than three Representatives, the executive committee of the Section or Technical Section shall be responsible for the selection of Representatives for one-year terms to the vacant or additional posts to be filled.

d. In the event a Representative is unable to attend a Council Meeting, an alternate or proxy who is an Active Member of the Society in good standing shall be seated with the privilege of voting if that person has been authorized in advance by the executive committee of that Section or Technical Section and if the President and Secretary have been notified in writing at least thirty days prior to the roll call of the Council Meeting.

Section 4.  District Representation on the Council.

a. Active Members who are not represented by a Section shall be represented on the Council by District Representatives as provided in ARTICLE IX, Section 3 of the Bylaws. District Representatives from each District shall be elected in the manner prescribed in the ARTICLE VI of the Bylaws from among the Active Members of the Society in good standing who are not represented by Sections.

b. Candidates for District Representatives shall be nominated by the Committee on Nominations and elected by voting members who are not represented by Sections.

c. The term of a District Representative shall be three years. If a District Representative is unable to perform the required duties, the Board of Directors shall appoint an Active Member of the Society from the District to fill the unexpired term.

d. In the event a Representative is unable to attend a Council Meeting, an alternate or proxy who is an Active Member of the Society in good standing shall be seated with the privilege of voting if that person has been authorized in advance by the Board of Directors of the Society.

e. The names of Council Representatives and/or Alternate Representatives must be submitted to the Business Office no later than thirty days prior to the scheduled Annual Council Meeting in order for the Representative(s) to be seated with voting privileges. Exceptions to the thirty-day provision require Executive Committee approval.

Section 5.  Annual Council Meeting. A meeting of the Council attended by the Board of Directors shall be held at the call of and chaired by the Chair of the Council during the Annual Meeting of the Society.

a. Prior to the Annual Meeting, an Annual Report, including reports from officers and committees, shall be distributed to the Council in either printed or electronic form.

b. Interested Members of the Society may attend the Annual Council Meeting with the privilege to speak but not to vote.

c. At the Annual Council Meeting, the Board of Directors shall give a summary of important items of business during the year and shall present reports from the officers, committees, and subsidiaries and about the activities of the Society for the past year.

d. At the Annual Council Meeting the President shall present matters for which Council affirmative vote is sought. The Council shall be requested to provide or withhold its affirmative vote from the Annual Report in its entirety, to any dues change, or to any amendment to the Bylaws. If the Council does not affirmatively vote for a proposed change in dues or amendments to the Bylaws, the proposed dues or Bylaws changes shall be resubmitted to the Board of Directors which shall either rescind the proposed change or submit the changes, with or without further revisions, to membership ballot for approval, as provided in Article XV of the Bylaws.

e. 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. A quorum at any meeting of the Council shall consist of one-third of all Council members.

f.  Unless otherwise provided by the Bylaws, all actions by the Council shall require a majority vote of the members present.

g. At every third Annual Council Meeting, or more frequently if necessary, the Council shall elect a Chair from the Council membership who shall have a term of three years and be a member of the Board of Directors.

Section 6.  Other Council Meetings. The Council may meet at any time at the call of the Board of Directors or a majority of the Council members, and after written notice to all Council members. Notice of the time, day, and place of the meeting shall be called by written or electronic notice not fewer than seven days in advance of any meeting. The purpose for which the meeting is called shall be stated in the notice.

Back to Bylaws Table of Contents

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. A quorum at any meeting of the Council shall consist of one-third of all Council members.

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 each other.

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, the Executive Committee, or the Council, 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, as the case may be.

f.  FACSIMILE SIGNATURES: Facsimile 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.

Back to Bylaws Table of Contents

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 objectives of the Society provided that at least 20 Active 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. The Council 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 objectives of the Society may be recognized as an Associated Society provided that at least 20 Active 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. The Council 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, 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. Active Members who are not represented by Sections shall be represented by District Representatives from one of the following twelve geographic Districts corresponding to their mailing 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.

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.

Back to Bylaws Table of Contents

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.  Annual Reports. The chairman of each committee shall prepare a report of that committee's activities to be included in an Annual Report of the Society that is to be distributed to the Board of Directors and Council prior to the Annual Meeting by either print or electronic means. Interim reports shall be made at the request of the President.

Section 4.  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 5.  Committee on Nominations. There shall be a Committee on Nominations consisting of a Director at Large serving the third year of his term who shall be Chair, the three immediately prior Past Presidents, the Chair of the Council, and four Active Members, each of whom represents a Section or Associated Society. The Committee on Nominations shall select a Committee of Tellers as provided in Article X, Section 6 of the Bylaws. Two of the Sections or Associated Societies shall be selected annually by the Committee of Tellers in a random manner by a blind drawing from a pool of these organizations. Annually, the names of the two organizations 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 organizations existing at that time. The pool shall be modified by deleting disbanded organizations and by adding newly formed organizations as these occur.

The leadership of each of the two organizations selected by the Committee of Tellers shall appoint a representative to serve two years on the committee. For the initial reconstituted committee, the Committee of Tellers shall select four, rather than two, organizations, of which two will each appoint a representative to serve one year and two will each appoint a representative to serve two years.

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 organization must resign from the committee for any cause, that organization's leadership shall be requested to appoint a replacement for the remainder of the term. If this is not possible, another organization shall be selected by the Committee of Tellers, in the manner described above, and requested to select a representative to serve on the committee for the remainder of the predecessor's term.

Section 6.  Committee of Tellers. The Committee on Nominations shall appoint a Committee of Tellers whose responsibility shall be to see that the ballots are counted in an accurate and impartial manner and to furnish the Committee on Nominations, before 15 August, results of the ballot count. Results shall consist of the number of votes received by each candidate and, additionally, the percentage of votes received by each candidate for an Executive Committee office. In addition, they will provide the Board of Directors with the voting statistics of SEG membership by District, Section, Technical Section, and other metrics as requested and include this information in their annual report.

Back to Bylaws Table of Contents

ARTICLE XI
PUBLICATIONS AND HONORS AND AWARDS

Section 1.  Publications.

a. The Society shall publish a technical journal entitled Geophysics and other journals designated by the Board of Directors. The Editor shall be the sole judge of which technical papers are accepted for publication in Geophysics. The Society's publications may be distributed in electronic or paper form.

b. The journals shall be published at intervals designated by the Board of Directors.

c. 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.

d. 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.

e. The subscription rates of the journals shall be set by the Board of Directors. A portion of the annual dues of each dues-paying Member shall be set aside for the payment of subscriptions to the journals.

f.  The Board of Directors shall 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 prior 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 Executive Committee.

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 Executive Committee, 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 Executive Committee 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 six 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 not less than five months before the Annual Meeting.

g. The Board of Directors shall consider all such reports and vote 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.

Back to Bylaws Table of Contents

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.

Back to Bylaws Table of Contents

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.

Back to Bylaws Table of Contents

ARTICLE XIV
INDEMNIFICATION

To the extent and in the manner permitted by the laws of the State of Oklahoma and specifically as is permitted under Section 1031 of Title 18 of the Oklahoma Statutes, the Society shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Society, by reason of the fact that such person is or was a director, officer, employee, or agent of the Society or is or was serving at the request of the Society as a director, officer, employee, or agent of another Corporation, partnership, joint venture, trust, or other enterprise against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably believed to be in or not opposed to the best interests of the Society, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Back to Bylaws Table of Contents

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 Active 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 Active 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 thirty 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 thirty 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.

Back to Bylaws Table of Contents

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 Active 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 the Annual Council Meeting, all proposed amendments received and published in the journal since the previous Annual Council Meeting shall be considered. The Council may amend the Bylaws by an affirmative vote of two-thirds of the members of the Council present. Those amendments to the Bylaws receiving an affirmative vote of two-thirds of the members of the Council present shall be submitted by ballot to the entire Active Membership of the Society within sixty days. If a majority of the ballots returned within sixty days of their being sent favor the proposed amendment, the amendment shall become effective at the expiration of these sixty days. If a proposed amendment does not receive such a majority vote, it may be resubmitted in accordance with the procedures for amendments set forth in this ARTICLE XVI. All amendments shall be reported in a Society journal.

Section 4.  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.

Back to Bylaws Table of Contents

PDF version of this manuscript