ARTICLE I – Name
The name of the Corporation is the Dallas Geophysical Society, Inc., but is hereinafter called the “Society”. The Society is the only incorporated Dallas section of the Society of Exploration Geophysicists.
ARTICLE II – Objective
The objective of the Society is to promote the science of geophysics and to promote fellowship and cooperation among those persons interested in geophysical problems.
ARTICLE III – Membership and Dues1. MembershipThere are four classes of membership: Active, Honorary, Emeritus, and Student.
A. Active MembershipAll members who are in good standing on the date of ratification of these Bylaws and who are not Honorary Life Members or Student Members will be designated as Active Members. Any person interested in the science of Geophysics may apply for Active Membership. Such application must be sponsored by one Active, Emeritus or Honorary Life Member and submitted in writing for approval by the Executive Committee. The Secretary will collect dues for the current year.
B. Honorary Life Member
Honorary Life Membership may be extended to any member on the recommendation of the Honors and Awards Committee and the unanimous approval of the Executive Committee. This recognition is conferred for particular meritorious service to the Society or to the profession of geophysics. Honorary Life Members are exempt from paying annual dues.
C. Emeritus MembershipEmeritus Membership will be extended to any member in good standing that is at least 65 years old and has been an active member of the Dallas Geophysical Society for 30 years. Prospective candidates will need to notify the Executive Board of their eligibility. Emeritus Members will be recognized by the Society and need only pay one-half the annual dues.
D. Student MembershipFull time students enrolled in a recognized college or university may become Student Members on the sponsorship of one Active, Emeritus or Honorary Life Member and the approval of the Executive Committee. The Secretary will collect dues at the student rate for the current year. Student Members will have no vote, and such membership will terminate when the student leaves school.E. A member may resign at any time.F. A member may be expelled from the Society by unanimous vote of the Executive Committee.2. DuesA. The fiscal year of the Society extends from June 1 to May 31 of the following year. An invoice for payment of annual dues shall be mailed to members shortly after the beginning of each fiscal year.B. Annual dues will be set by the Executive Committee and are payable on or before September 30th of each year.C. A member whose dues are not paid by December 31st will have no vote and will be dropped from the Society rolls.
ARTICLE IV – Directors, Officers and Their Duties
1. The Officers of the Society are President, President-Elect, First Vice-President, Second Vice-President, Secretary, and Treasurer. With the exception of the President, these Officers are elected for one year and their terms of office extend from June 1st to May 31st inclusive. The President-Elect succeeds to the office of President for the subsequent term. The Officers shall serve as the Directors of the Society and the President shall also be the Chairman of the Board of Directors.
2. The President will perform the following duties: Preside at Regular Meetings and at the Annual Meeting of the Board of Directors and the Society; Preside at meetings of the Executive Committee and the Nominating Committee; Call special meetings when necessary; Sign all written contracts except as delegated in writing; Oversee the publications of the Society including the Newsletter and any special technical publications.
3. The President-Elect will perform the following duties:
A. Assume the duties of the President in the absence of that Officer, and become President for the remainder of the term in the event of a vacancy in that office;
B. Become President for a period of one year extending from June 1st to May 31st of the year following the term of office as President-Elect.
4. The First Vice-President will perform the following duties:
A. Arrange the technical programs for the Society;
B. Oversee the continuing education programs of the Society.
5. The Second Vice-President will perform the following duties:
A. Manage the social events of the Society;
B. Arrange necessary logistics for meetings, including reserving meeting rooms, providing audio-visual equipment, and arranging for food service
6. The Secretary will perform the following duties:
A. Maintain a complete, up-to-date list of the membership;
B. Provide invoices for payment of annual dues;
C. Provide advance notice of all meetings to members and take reservations;
D. Keep the minutes of all meetings of the Society and of the Executive Committee.
7. The Treasurer will perform the following duties:
A. Receive, disburse and keep accurate account of all Society funds;
B. Report on the condition of the treasury at each Executive Committee meeting, each Annual Meeting and at other times upon request by the President;
C. Make the records of the treasury available for audit upon request by the President.
ARTICLE V – Executive Committee
1. The Executive Committee will consist of the President, President-Elect, First Vice-President, Second Vice-President, Secretary, Treasurer, and the most recent available Past-President.
2. The Executive Committee shall perform the following duties:
A. Fill all the vacancies of officers and section representatives occurring between elections except as otherwise provided for in these Bylaws. In the event of an officer, with the exception of the President, being unable to continue to serve for a substantial portion of the term of office, the Executive Committee may appoint a replacement officer from the members of the Society who are in good standing;
B. Establish operating policies of the Society as needed;
C. Oversee the activities of individual officers and committees by reviewing and approving major decisions;
D. Transact all business of the Society not otherwise herein specifically provided for.
3. The quorum for Executive Committee meetings will be four. All decisions of the Executive Committees will be determined by a majority vote.
4. The outgoing President will call a joint meeting of the outgoing and incoming Executive Committee between the Annual Meeting and June 1st to promote continuity of administration.
ARTICLE VI – SEG Section Representatives
The Section Representatives to the Society of Exploration Geophysicists will be appointed by the Executive Committee of the Society. The first three such positions will be filled in the following order by the President, the most recently available Past-President, and the President-Elect. The remaining positions, if any, will be filled by members of good standing who are also Active Members in good standing of the Society of Exploration Geophysicists.
ARTICLE VII – Meetings
1. The Regular Meetings of the Society will be held once each month, except during the months of June, July, and August. Exceptions to this must be approved by the Executive Committee.
2. The Annual Meeting will be held at the Regular Meeting date in May and will be for the purpose of announcing newly selected officers, awarding honors, recognizing the service of the Executive Committee and other Committees and reporting to the membership of the state of the Society.
ARTICLE VIII – Nominations and Elections
1. The Nominating Committee, to be chaired by the President-Elect.
2. The Nominating Committee will nominate one member for each elected office in the Society. The President will obtain the consent of the executive committee of all candidates nominated for the offices before the slate is presented to the membership. The nominees for President or President-Elect (as appropriate) and first Vice-President must be Active, Emeritus or Honorary members in good standing of the Society of Exploration Geophysicists.
3. The slate of nominees will be announced to the membership at the March Regular Meeting.
4. Additional nominations with the consent of the nominees may be made in writing, signed by 10 or more members in good standing. These nominations must be presented to the President prior to the April Regular Meeting and will be announced at the April Meeting.
5. The Secretary will deliver ballots by mail or electronic mail ballots to all members immediately after the April Meeting. In order to be valid, these ballots must be received via mail or via electronic mail by the Chairman of the Nominating Committee at least ten (10) days prior to the May Annual Meeting. The Nominating Committee is responsible for the tally of ballots. The nominees receiving approval or the candidates receiving the greatest number of valid votes will be declared elected. The President will announce the newly elected officers at the May Annual Meeting.
ARTICLE IX – Committees and Their Duties
1. The President may at any time appoint committees for such purposes as may be deemed fit to further the purposes of the Society.
2. An Honors and Awards Committee will be appointed by the Executive committee as needed, to review the rolls of the Society annually to determine if in its judgment there are candidates for Honorary Life Membership or for other honors or recognition and to recommend such candidates to the Executive Committee. The most recently available Past-President will be the Chairman of this Committee.
3. A Continuing Education Committee will be appointed by the Executive committee as needed, with the approval of the President to develop and administer a continuing education program for the benefit of the members. The Chairman of this Committee will also serve on the Continuing Education Committee of the Society of Exploration Geophysicists.
4. A Membership Committee will be appointed by the Executive committee as needed, with the approval of the President to assist in maintaining the Society’s rolls and to encourage interested, qualified persons to apply for membership.
5. A Public Affairs Committee will be appointed by the Executive committee as needed, with the approval of the President to provide representatives and speakers from the Society for school functions, science fairs, student banquets, and other public affairs events.
6. A Website Committee will be appointed by the Executive committee as needed to maintain the web site along with the joint Geological – Geophysical web site.
ARTICLE X – Joint Activities with the Dallas Geological Society
1. The Society actively seeks a close working relationship with the Dallas Geological Society to produce cooperative technical and social programs of benefit to the members of both Societies. Traditional areas of cooperation have included the maintenance of a website, annual golf tournament, administration of continuing education programs and scheduling of joint technical and social activities.
2. In alternate years, the President will appoint an Editor for the website published jointly by the Dallas Geophysical and Geological Societies. In the intervening years, the Editor will be appointed by the Dallas Geological Society and the President will appoint a Co-Editor to assist with the publication.
3. The First Vice-President and the Chairman of the Continuing Education Committee are responsible for developing and managing a cooperative continuing education program with the Dallas Geological Society.
4. The Second Vice-President will serve on the Joint Activities Committee of the Dallas Geological and Geophysical Societies and will be the Chairman of this Committee in alternate years. The Dallas Geological Society will appoint the Chairman in intervening years. This Committee is responsible for organizing and administering all joint functions of the two Societies.
5. The President will negotiate the sharing of revenue and expenses with the Dallas Geological Society on all cooperative projects. The Executive Committee is responsible for approving the financial arrangements.
ARTICLE XI – Procedure for Amendments to Bylaws
1. Amendments to these Bylaws may be proposed by majority vote of the Executive Committee or by written petition to the Executive Committee signed by twenty (20) or more members in good standing.
2. Within sixty (60) days of such proposal, the Executive Committee will deliver by mail, electronic mail, or other suitable means, a ballot to Active, Emeritus and Honorary Life Members to vote for or against the proposed amendments.
3. An affirmative vote by mail, electronic mail, or other suitable means, by at least two-thirds of those Active, Emeritus and Honorary Life Members returning ballots to the Executive Committee within thirty (30) days of the mailing is necessary to ratify a proposed amendment.
ARTICLE XII – Dissolution of the Society
1. A petition to dissolve the Society must be signed by at least ten percent (10%) of the voting members and must be delivered to the Secretary. Immediately upon receiving this petition, the Secretary shall notify the President and then verify the membership status of the signatories.
2. Ballots shall be sent to each voting member of the Society no more than four weeks after the Secretary receives the petition. The ballot shall be accompanied by any explanation by the Board of Directors or its appointed agent for and/or against dissolution. Such ballots shall be deemed to be delivered when deposited in the United States Mail addressed to the voting members or the mailing addresses as they appear on the records of the Society. Only ballots signed and returned by voting members no later than eight weeks after posting shall be counted by a Committee appointed by the President. Neither petitioners nor members of the Board of Directors shall serve on the Committee. A two-thirds majority vote of the membership is necessary for dissolution of the Society. Notices shall be sent to all members within four weeks of the count.
3. If the result of the balloting is to dissolve the Society, the Board of Directors shall propose to transfer all the assets of the Society to one or more organizations that are exempt under Section 501(c) (3) of the Internal Revenue Code or corresponding provisions of the Internal Revenue Laws. This will then be submitted by ballot to the voting members, no more than four weeks after the vote to dissolve the Society. Such ballots shall be accompanied by any explanation by the Board of Directors or its appointed agent. Such ballots shall be deemed to be delivered when deposited in the United States Mail addressed to the voting members or the mailing addresses as they appear on the records of the Society. Only ballots signed and returned by voting members no later than eight weeks after posting shall be counted by a Committee appointed by the President. If a majority approves, the Board of Directors will transfer the assets immediately. Otherwise, the process will be repeated with the same time constraints until an approval is obtained.
ARTICLE XIII – Indemnification
1. To the full extent permitted by the Texas Non-Profit Corporation Act, as amended from time to time, the Society shall indemnify any Director, Officer or Executive Board Member of the Society against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys’ fees) actually incurred by any such person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a Director, Officer or Executive Board Member. Reasonable expenses incurred by a Director, Officer or Executive Board Member who was, is, or is threatened to be made a named defendant or respondent in a proceeding shall be paid or reimbursed by the Society, in advance of the final disposition of the proceeding, after the Society receives a written undertaking by or on behalf of the Director, Officer or Executive Board Member to repay the amount paid or reimbursed if it is ultimately determined that he or she is not entitled to be indemnified by the Society as authorized in this Article.
2. Indemnification provided by this Article shall not be exclusive of any other rights to which any Director, Officer or Executive Board Member of the Society may be entitled under any bylaw, agreement, vote of Directors, principle of law or otherwise.
ARTICLE XIV – Parliamentary Authority
1. Meetings will be conducted in a businesslike manner. Roberts Rules of Order Revised may be invoked at the discretion of the President, in any situation where they are not inconsistent with these Bylaws.
2. The Bylaws and relationship of this Society to the Society of Exploration Geophysicists will be governed by the Constitution and Bylaws of the Society of Exploration Geophysicists.