Article I. Name and Purpose

1.                   The name of the organization shall be the Northern California Chapter of the Earthquake Engineering Research Institute, hereafter called the Northern California Chapter.

2.                   The purpose of the Northern California Chapter shall be to reduce earthquake risk in Northern California by creating an interdisciplinary organization in which relationships are built and information is shared, by advancing the science and practice of earthquake engineering, by improving understanding of the impact of earthquakes on the physical, social, economic, political and cultural environment and by advocating comprehensive and realistic measures for reducing the harmful effects of earthquakes.

3.                   The operations of the Northern California Chapter shall be consistent with the provisions set forth in the Bylaws of the Earthquake Engineering Research Institute, hereafter called the Institute.

Article II. Area and Membership

1.                   The area of the Northern California Chapter shall include the area commonly considered Northern California as clarified by the Board of Directors.

2.                   Categories of membership, specifying voting privileges and eligibility for elected and appointed offices, shall be established by the Board of Directors of the Northern California Chapter with the approval of the Institute. (Attachment 1 shows the current Membership Categories.)

Article III. Officers and Directors

1.                   The Officers of the Northern California Chapter shall be a President, a Vice-President, a Secretary/Treasurer, a Past-President, and a President Elect. The Vice-President shall be chosen by the Board of Directors from among the Directors at-large. Members eligible to vote shall elect six Directors at-large. Ex officio (non-voting) Directors may be appointed by the Board of Directors to head specific activities for specified terms not to exceed two years unless reappointed by the Board of Directors. The Officers and Directors shall constitute a Board of Directors in which the government of the Chapter shall be vested.

2.                   Each elected Director at-large shall serve a term of two years. The term shall start at the opening of the Board of Directors meeting immediately following the election and continue until successors are elected and assume offices. Directors at-large are eligible to be nominated for one additional two-year term.

3.                   The President-elect shall serve a term of one year. In addition, the President-elect shall serve a two-year term as President and a one-year term as Past-President (as shown in the attached Officer Succession Plan). All terms start at the opening of the Board of Directors meeting immediately following the election of new Directors at-large.

4.                   Terms of office shall be staggered in order to assure continuity within the Board of Directors. (Attachment 2 shows the current Officer Succession Plan).

5.         The President-elect shall automatically become President in the event of a vacancy in the office of President. Time served as President in this event will not affect the length or start date of the two-year term as President to which the President-elect would otherwise succeed. When there is no President-elect, the Vice-President shall automatically become President in the event of a vacancy in the office of President. Other vacancies may be filled for the duration of the term by appointments made by the Board of Directors.

6.         The Board of Directors shall oversee the preparation of an Annual Report that shall be submitted to the Institute.

7.         At meetings of the Board of Directors, a majority of the Officers and voting Directors shall constitute a quorum.

Article IV. Nomination and Election of Officers

1.                   The Nominating Committee shall consist of not less than three individuals in eligible membership categories. (Attachment 1 shows the current Membership Categories.) Officers and voting Directors are not eligible to serve on the Nominating Committee. Members of the Nominating Committee are eligible for nomination for elected positions.

2.                   The Nominating Committee shall choose one or more candidates for election to each office and obtain the consent of each nominee to serve if elected.

3.                   The Secretary shall send a ballot, containing the list of official nominees and a space for a write-in vote for another candidate for each office, to each eligible voter at least 20 days previous to the day in October established as the deadline for receiving ballots.

4.                   Ballots returned to the Secretary up to the time of counting shall be opened and counted by three tellers appointed by the President. For each office the candidate receiving the highest number of votes cast shall be declared elected.

Article V. Board of Directors' Meetings

1.                   The Board of Directors shall hold at least four meetings per year.

2.                   Notice of call for a Board of Directors meeting shall be given to Board members not less than seven days in advance of the meeting date.

3.                   All meetings of the Northern California Chapter Board of Directors shall be governed by Robert's Rules of Order, Revised, except as provided by these Bylaws.

4.                   Either the President or a quorum of the Board of Directors can call special meetings.

Article VI. Committees

1.         The Board of Directors shall appoint the Nominating Committee.

2.         The President shall appoint other committees deemed necessary by the Board of Directors.

Article VII. Bylaw Amendments

1.                   Bylaws may be adopted or amended only by the following procedures:

a.         Any Member may propose an amendment to the Bylaws.

b.         The Board of Directors shall approve the proposal for balloting, revising it as needed for consistency with related Bylaws.

c.         The Secretary shall send a ballot showing the approved proposal to each eligible voter at least 20 days previous to the day established as the deadline for receiving ballots.

d.         To become effective the Bylaws or amendments thereto shall receive an affirmative vote of not less than a majority of the responding voters.

2.         Operations of the Northern California Chapter not specifically addressed by the current Bylaws shall be at the discretion of the Board of Directors.

Article VIII. Dues, Finances, and Assets

1.         Activities of the Northern California Chapter shall be financed by annual Chapter dues collected by the Institute, expense allocations from and as approved by the Institute, net proceeds from Chapter-sponsored activities, and grants received by the Chapter.

2.         The Board of Directors shall determine the amount of the dues at a meeting prior to October of each year.

3.         The Northern California Chapter shall establish bank accounts, or participate in Institute accounts, as necessary for conducting business.

4.         The Northern California Chapter’s fiscal year shall be from January 1 to December 31, or as established by the Institute.

5.         The property of the Northern California Chapter is irrevocably dedicated to charitable and educational purposes meeting the requirements for exemption provided by section 214 of the Revenue and Taxation Code, and no part of the net income or assets of this organization shall inure to the benefit of any private persons.

6.         Upon dissolution of the Northern California Chapter, after paying or adequately providing for all of its debts and obligations, the remaining assets, if any, are irrevocably dedicated to the Institute.

Historical Note

The Chapter’s original Bylaws were approved unanimously by EERI members voting at the organizing meeting in San Francisco on October 17, 2001. The Board of Directors made ministerial changes on October 26, 2001 to clarify ambiguities remaining in the draft materials and adopted the Bylaws on July 8, 2002. In 2003, revisions were proposed to reflect customary practices established since the Chapter’s inception. They were approved for Chapter balloting by the Board of Directors at its meeting August 17, 2004 and were ratified by Chapter vote in October 2004.

Attachments

Attachment 1: Membership Categories

Attachment 2: Officer Succession Plan

Attachment 1: Membership Categories

The following membership categories for the Northern California Chapter were established by the Chapter’s Board of Directors at its meeting in March 2004.

Regular Members are individual Active, Honorary, or Subscribing Members of the Institute who have also paid Northern California Chapter dues.

Local Members are individuals who are not members of the Institute but have paid Northern California Chapter dues.

Student Members are members of an EERI Student Chapter in Northern California who have expressed interest in Chapter activities.

Retired Members are Retired Members of the Institute in Northern California who have expressed interest in Chapter activities.

Young Professional Members are Young Professional Members of the Institute in Northern California who have expressed interest in Chapter activities.

Attachment 2: Officer Succession Plan

The following plan was established by approval of revised Bylaws in October 2004.

*           Position is not elected but filled by succession from separate office.

**          Position is not elected but appointed from among the six Directors at-large. (In October 2004, Bylaw III.1 was approved. It changed the number of elected Directors from five to six, and instructed the Board of Directors to appoint the Vice President from among those six. The only prescribed duty of the Vice President is to fill in for the President when the President’s office is vacant and there is no President-Elect. VP2 is thus the last elected Vice President. DF represents the sixth Director at -large.)