BYLAWS OF SEG FOUNDATION
A Not For Profit Corporation
Section 1.1. The name of this corporation is SEG FOUNDATION (the “Foundation”). The Foundation is an Oklahoma not for profit corporation.
PLACE OF BUSINESS
Section 2.1. The principal place of business of the Foundation shall be the City of Tulsa, County of Tulsa, Oklahoma.
Section 2.2. The Foundation 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 as the business of the Foundation may require.
MEMBERS AND MEETINGS OF MEMBERS
Section 3.1. The sole member of the Foundation shall be the Society of Exploration Geophysicists, an Oklahoma not for profit corporation (the “Society”). The Society shall be represented in all matters relating to the Foundation by the President of the Society or, if the President is not available, a person designated by the Executive Committee of the Society.
Section 3.2. No certificate evidencing membership in the Foundation shall be issued to the member.
Section 3.3. The Society shall have the right to vote as a Director at any annual or special meeting of the Board with respect to any matter regarding the Foundation. The Society shall not authorize, require or provide for any act which would violate the terms of the Certificate of Incorporation of the Foundation or would cause loss of the Foundation’s status as an organization qualified under section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended (the “Code”).
Section 3.4. The Society, as the sole member of the Foundation, shall review the annual budget of the Foundation following its approval by the Board of the Foundation.
Section 3.5. The Society, acting in its capacity as the sole member of the Foundation, may request an annual Foundation meeting on a date during which the Society holds its regular annual meeting according to its Bylaws. The Chair of the Foundation Board shall schedule the time and place of the annual Foundation meeting.
Section 3.6. In addition to the annual meeting of the Foundation, the Society, as the sole member of the Foundation, may request of the Foundation Board Chairman such other meetings and, by written consent to action, may authorize such other actions from time to time as it shall deem necessary or appropriate except as herein other provided.
Section 4.1. Upon the expiration of the term of each member of the Board of Directors, the President of the Society shall appoint the Directors of the Foundation for a term of three (3) calendar years from a list of three (3) candidates recommended by the Foundation’s Board of Directors and the Society’s Executive Committee. Any Director or former Director may be reappointed by the President of the Society for any number of consecutive terms.
Section 4.2. The Executive Director of the Society, Chair of the Trustee Associates Steering Committee and Emeritus Directors shall be ex-officio members of the Board and shall not be entitled to vote. Emeritus Directors are defined as Directors who have previously served on the Board and automatically become Emeritus Directors of the Board upon completion of their term as Director.
Section 4.3. If any vacancies occur in the Board of Directors caused by death, resignation, retirement, disqualification or removal from office, the President of the Society shall choose a successor for the unexpired term from a list of three (3) candidates submitted by the remaining Directors of the Foundation and the SEG Executive Committee. Any Director may resign at any time by giving written notice of such Director’s resignation to the Chair or the Secretary of the Foundation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.4. A Director may be removed from office by the affirmative vote of two-thirds (2/3) of the voting members of the Board or by the affirmative vote of two-thirds (2/3) of the Executive Committee of the Society at any regular or special meeting of the Foundation Board called for that purpose.
Section 4.5. Any officer may be removed from office by the affirmative vote of two-thirds (2/3) of the voting members of the Board at any regular or special meeting called for that purpose.
Section 4.6. No compensation or payment shall be made to any Director or officer of the Foundation except as a reasonable allowance for actual expenses incurred on behalf of the Foundation.
DUTIES OF THE BOARD
Section 4.7. It shall be the duty of the Board of Directors to:
MEETINGS OF THE BOARD
Section 4.8. Meetings of the Board may be held at such time and place either within or without the State of Oklahoma as shall be determined by the Chair of the Board of Directors who must give a 15-day advance notice of the meeting. The Chair, any two (2) officers, or a majority of the Board members, upon giving 15-days notice, each may call special meetings of the Board.
Section 4.9. Members of the Board of Directors, or of any committee. thereof, may participate in a meeting of the Board or committee by electronic means (Online Community, web conference, telephone conference call, or other electronic means) as long as all participants can hear or otherwise communicate with each other. Such participation shall constitute being in person at such meeting. Members may vote by any means as long as all participants can communicate during that meeting and can cast their vote. This can be achieved electronically, or in the case of a telephone meeting by counting off to give each participant the opportunity to vote. Unless otherwise stipulated in the SEG Foundation governing documents, a majority vote will determine the outcome.
Section 4.10. At all meetings of the Board, the presence of a majority of the active Directors shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of’ the Directors, the Directors present thereat may adjourn the meeting, until a quorum shall be present.
Section 4.11. Notice of meetings shall be given to each Director as specified herein. However, any Director may, either before, at or after any meeting, waive notice thereof. Any Director, by such Director’s presence at any meeting, shall be deemed to have waived notice of that meeting. Any meeting of the Board, even without notice, shall be legal and validly held if all members of the Board are present.
Section 4.12. The Directors may act without a meeting if all Directors consent to the action taken in writing in one or more counterparts. Consent to an action by email message does not constitute action taken in writing unless all Directors consenting to such action sign a copy of the email in one or more counterparts, and forward the signed copy of the email to the Chair, as evidence of their consent.
Section 5.1. The officers of the Foundation shall be a Chair, Vice-Chair and Treasurer, each of whom must be members of the Board of Directors of the Foundation, and a Secretary, who need not be a member of the Board of Directors of the Foundation.
Section 5.2. The Board of Directors shall elect a Chair, Vice-Chair, and Treasurer prior to the first meeting of each calendar year. The Society’s Executive Director shall serve as Secretary of the Foundation. The term of office for the Officers (other than the Secretary) shall be one (1) year. The Secretary may serve for such term as shall be designated by the Board.
The Chair, Vice-Chair and Treasurer shall constitute all of the members of the Executive Committee of the Board. The Executive Committee shall have responsibility for acting on behalf of the Board on administrative matters and Foundation operations, under guidelines set by the Board.
If a vacancy should occur in the Executive Committee, the ranking officer shall call a special meeting of the Board for the purpose of electing a member from the remaining Board to fill the vacancy. The newly elected member of the Executive Committee shall serve the remaining term of the vacated position.
Section 5.3. The Board of Directors may appoint such other officers and agents as it shall deem necessary.
Section 5.4. More than one office may be held by the same person, except for the offices of Chair and Vice-Chair.
Section 5.5. The Chair shall preside at all meetings of the member of the Board of Directors. The Chair shall appoint all standing and ad hoc committees and designate the chair thereof, and shall serve as an ex officio member of all standing committees. Except as may be directed by the Board, committee members shall not be required to be members of the Board. However, membership on any committee which is charged with fulfilling and discharging the duties and responsibilities of the Board between regular meetings thereof or otherwise, shall be limited to members of the Board. The terms of committee members shall be coterminous with the Chair’s term. The committees shall report proceedings of all meetings to the Board. Any recommendations are to be submitted for Board approval.
Section 5.6. The Chair, subject to the control and direction of the Board of Directors, shall have general responsibility over the affairs of the Foundation. The Chair shall execute all contracts requiring a seal, under the seal of the Foundation.
Section 5.7. The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair, and shall perform such other duties, as the Board of Directors shall prescribe.
Section 5.8. The Treasurer shall have the custody of the corporate funds and securities and shall be responsible for accurate accounts of receipts and disbursements in the Foundation’s books and shall deposit all moneys and other valuable effects in the name and to the credit of the Foundation. The Treasurer shall arrange for the receipt and disbursal of all Foundation funds, and may sign checks of the Foundation as needed.
Section 5.9. The Treasurer shall render to the Chair or to the Board of Directors, at its regular meetings, or whenever they may require it, an account of all of the Treasurer’s transactions and of the financial condition of the Foundation. If required by the Board of Directors, the Treasurer shall give to the Foundation a bond with such surety or sureties as shall be deemed satisfactory by the Board for the faithful performance of the duties of the Treasurer’s office and for the restoration to the Foundation in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Foundation. The Treasurer, if requested by the Board of Directors, may appoint an Assistant Treasurer, to handle the Foundation’s funds. The Assistant Treasurer shall give to the Foundation a bond as described above. The Treasurer will submit a report at the first meeting of each year summarizing the programs funded by the Foundation during the previous year. A copy of the report will be furnished to the President of SEG. The primary purpose of the report is to briefly outline how the Foundation utilized the funds that were available to it, and how they were allocated from the various sources of funds (i.e. restricted, unrestricted, endowed) available from the Foundation.
Section 5.10. The Secretary shall attend and keep minutes of all meetings of the Board of Directors. The Secretary shall give, or cause to be given, 15 days prior notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Chair. The Secretary shall keep in safe custody the seal of the Foundation.
FOUNDATION FUNDS AND CONTRACTS
Section 6.1. All assets of the Foundation shall be accounted for in accordance with generally accepted accounting principles, as needed to further the purposes of the Foundation. The Directors shall allocate assets received by the Foundation to grants, scholarships, educational programs, and programs approved by the Board of Directors. Expenditures shall be made in accordance with such procedures as the Board may establish and with the instructions of contributors. These funds shall include (but shall not be limited to) scholarship funds and continuing education funds. With the approval of the Directors, other funds may be established by the Society Business Office as needed to account for the programs and activities of the Foundation. A description of the purpose and activities of Foundation projects shall be maintained in the Foundation Procedures Manual.
Section 6.2. The Treasurer, under the general supervision of the Directors, is authorized to incur and pay such necessary costs and expenses of administering the Foundation and each separate fund established hereunder as the Treasurer shall determine.
Section 6.3. The Board may authorize any officer or agent of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation shall be signed by such person or persons in such manner as shall from time to time be designated by the Board. All funds of the Foundation shall be deposited to the credit of the Foundation under such conditions and in such banks, trust companies, or other depositories as the Board may designate or as may be designated by any officer or agent of the Foundation to whom such power has been delegated by the Board; and for such purpose, any such officer or agent may endorse, assign, and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Foundation.
RECEIPT AND DISTRIBUTION OF ASSETS
Section 7.1. All donations offered to the Foundation are subject to the approval of the Board. This includes, but is not limited to, contributions of cash, securities, real estate and personal property. All funds received by the Foundation as charitable gifts shall be used in the active conduct of charitable and educational activities of organizations exempt under Section 501(c)(3) of the Code and other activities for which the Foundation was organized, provided that trust funds and restricted gifts shall be used in accordance with the terms thereof.
Section 7.2. During each fiscal year, the Board may distribute unrestricted funds as is appropriate under these Bylaws or policies and procedures established by the Board.
Section 7.3. The Foundation may accept any contributions, gifts, bequests, or assignments for the general or for any special purpose of the Foundation. It may act as the trustee of any trust of which the Foundation also is beneficiary, such as a charitable remainder unitrust for which the Foundation is the remainder beneficiary.
Section 7.4. The Foundation may, for investment purposes, commingle funds from various trusts, but no restricted or trust funds shall be used for purposes which are inconsistent with the terms of the restriction or trust, and an appropriate accounting shall be maintained at all times to assure that there is an appropriate and effective identification of the amount of all of the commingled funds belonging to each separate trust, restricted gift, or other source.
Section 8.1. The Foundation may be dissolved by a unanimous vote of all members of the Board of Directors of the Foundation and a unanimous vote of the Executive Committee of the Society, provided that notice of such intent to dissolve is mailed to each such Director and to each member of the Executive Committee of the Society with notice of the meeting, at least thirty (30) days prior to the date of the meeting.
Section 8.2. Upon the dissolution of the Foundation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Foundation, dispose of all the remaining assets of the Foundation in the manner set forth in the Certificate of Incorporation of the Foundation.
Section 8.3. The Society, as the sole member of the Foundation, shall be deemed to have expressly consented to and agreed that upon such dissolution or winding up of the affairs of the Foundation, after all debts have been satisfied, all of the assets of the Foundation then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over as provided in the Certificate of Incorporation of the Foundation exclusively to charitable, scientific, or educational organizations which would then qualify under the provisions of Code section 50l(c)(3).
The Foundation shall have the right to retain or dispose of all or any part of any securities or property acquired by it and to invest and reinvest any funds held by it; provided, however, that no action shall be taken by or on behalf of the Foundation if such action is a prohibited transaction or would result in the denial of the Foundation’s tax exemption.
Every Director and officer of the Foundation, including members of all committees of the Foundation in the performance of their duties, shall be indemnified by the Foundation, and any other person may be indemnified upon the express approval thereof by the Board, 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 the Oklahoma General Corporation Act, against all reasonable expenses and liabilities, including counsel fees, necessarily incurred by or imposed upon such indemnitee in connection with 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 Foundation), to which such indemnitee may be made a party or in which such person may become involved by reason of being or having been a Director or officer or committee member, or any settlement thereof, whether or not such person is a Director, officer or committee member at the time such expenses are incurred, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Foundation. Indemnification shall not apply in such cases where the affected Director, officer or committee member is found not to have acted in good faith or in a manner reasonably believed to be in or not opposed to the best interests of the Foundation or where such person is adjudged guilty of willful misfeasance or malfeasance in the performance of such person's duties. Notwithstanding the foregoing, in the event of a settlement, the indemnification herein shall apply only when the Board approves such settlement as being in the best interests of the Foundation. The provisions of this Article X shall be applicable to all actions, suits and proceedings pending at the adoption hereof or commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof, and shall inure to the benefit of the heirs, executors and administrators of indemnitees referred to in this Article X. The indemnification provisions set forth in this Article X shall not inure to the benefit of any indemnitor, insurer, surety, or bonding company.
The Foundation may purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Foundation against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Foundation would have the power to indemnify him/her against such liability under the provisions of Article X above.
Section 12.1. The Board of Directors shall present, at each annual meeting and when called for by the Society, a full and clear statement of the business and condition of the Foundation.
Section 12.2. The fiscal year of the Foundation shall be January 1 through December 31.
Section 12.3. The corporate seal shall have inscribed thereon the name of the Foundation and the words “Corporate Seal, Oklahoma.” Said seal may be used by causing it, or a facsimile thereof, to be impressed or reproduced.
These Bylaws may be altered or repealed by the affirmative and unanimous vote of the Executive Committee of the Society or by the majority vote of the Board of Directors, at any meeting of the Executive Committee or of the Board, if notice of the proposed alteration or repeal be contained in the notice of such meeting. Subject to the Articles of Incorporation of the Foundation, the Society, as the sole member, may adopt or alter any Bylaws fixing the Directors’ number, qualifications, classifications or term of office. However, the Board of Directors shall not adopt or alter any Bylaws fixing the Directors’ number, qualifications, classifications or term of office; and further provided, however, that neither the Executive Committee of the Society nor the Board of Directors shall adopt or alter any Bylaw in any manner which shall cause the Foundation to no longer qualify as an organization recognized as tax-exempt under Code section 501(c)(3). Any amendment to these Bylaws made by the Board of Directors must also be approved by the unanimous vote of the Society’s Executive Committee in order to be validly adopted.
Notwithstanding any other provision of these Bylaws, no member, Director, officer, employee, or representative of this Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Code section 501(c)(3) or by an organization contributions to which are deductible under Code section 170(c)(2).
A Procedures Manual, not in conflict with the Constitution and Bylaws, shall govern the details of the operation of the Foundation. This manual shall be prepared by the Executive Director, who shall also revise it as necessary. This manual and any changes to it must be approved by the Foundation Board.