GSH Bylaws
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INDEX
- Article I: Name and
Affiliation
- Article II: Offices
- Article III: Members
- Article VI: Meeting of Members
- Article V: Executive Committee
- Article VI: Board of Directors
- Article VII: Officers
- Article VIII: Section Representatives
- Article XI: Committees
- Article X: Contracts, Checks, Deposits and Funds
- Article XI: Dues
- Article XII: Miscellaneous
- Article XIII: Amendments to Bylaws
- Article XIV: Dissolution of Society
- Article II: Offices
ARTICLE I. NAME AND AFFILIATION
SECTION 1. NAME.
The Society shall be named the Geophysical Society of Houston.
SECTION 2. AFFILIATION AND ETHICS. The Society is a section
of the Society of Exploration Geophysicists and is therefore
subject to the Constitution and Bylaws of that Society. The Code
of Ethics of the Society of Exploration Geophysicists is hereby
adopted by the Society.
ARTICLE II. OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Society shall be located
in Houston, Harris County, Texas. The Society may have other
offices, either within or without the State of Texas, as the
Board of Directors may determine or as the affairs of the Society
may require.
SECTION 2. REGISTERED OFFICE AND REGISTERED AGENTS. The
Society shall have and shall continuously maintain in the State
of Texas a registered agent whose office is identical with such
registered office as required by the Texas Non-Profit Corporation
Act. The registered office may be, but need not be, identical
with the principal office of the Society in the State of Texas.
The address of the registered offices may be changed by the Board
of Directors.
ARTICLE III. MEMBERS
SECTION 1. CLASSES OF MEMBERS. The Society shall have six classes of members.
The designation of such classes and the qualifications and rights
of such classes shall be as follows:
A. ACTIVE MEMBERS. Any person shall be eligible to be
an Active Member if such person is actively engaged in practicing
or teaching geophysics or a related scientific field and meets
the following requirements. The applicant's work must have been
of a professional nature for not less than eight years and must
have been of a responsible nature calling for exercise of independent
judgment and application of geophysical principles during atleast
three years of the total eight years professional experience.
An applicant's years working as a student toward a degree in
a scientific field from a recognized college or university may
count toward a portion of the required eight years of 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 cannot be counted toward
the required three years of professional experience. Active members
shall have all privileges of a membership, including but not
limited to the rights to vote, to petition, and to hold office.
B. ASSOCIATE MEMBERS. Any person actively interested in
geophysics shall be eligible to be an Associate Member. Associate
Members shall have privileges of membership except the rights
to vote, to petition and to hold office.
C. EMERITUS MEMBERS. Any Active Member in good standing
is eligible to be an Emeritus Member upon reaching sixty years
of age, provided the member has been an Active or Associate Member
either of the Society or of the Society of Exploration Geophysicists
for a total of thirty years, including time spent in military
service. The Executive Committee shall have the right to waive
the age and years of membership requirements for transfers to
Emeritus Membership in case of an unusual circumstance. Emeritus
Members shall have all rights accorded Active Members but shall
pay dues of no more than one half of those of an Active Member.
D. STUDENT MEMBERS. Any full-time graduate or undergraduate
student in good standing at a recognized colleae or university
and interested in geophysics shall be eligible to be a Student
Member; full-time enrollment for a graduate student shall be
nine or more hours of course work credit per semester or the
equivalent. Eligibility for this class shall terminate on June
30 after the student ceases to be a full-time student. Student
Members shall have all the privilicles of membership except the
rights to vote, to hold office, and to petition.
E. HONORARY MEMBERS. Any person who has made a distinguished
contribution to the geophysical profession shall be eligible
for nomination to Honorary membership. Nominees for this class
shall be nominated by the Nominations Committee and shall be
awarded that status upon unanimous approval of the Directors.
Honorary Members shall have all rights accorded Active Members
but shall not pay dues.
F. LIFE MEMBERS. Any person who has performed exceptionally
meritorious service to the Society shall be eligible for nomination
to Life Membership. Nominees for this class shall be nominated
by the Nominations Committee and shall be awarded that status
upon unanimous approval of the Directors. Life Members shall
have all rights accorded Active Members but shall not pay dues.
SECTION 2. ELECTION OF MEMBERS. Any person desiring to
be an active, Associate, or Student Member of the Society shall
submit an appropriate application form for approval by the Board
of Directors. Members of the Society of Exploration Geophysicists
applying for the corresponding grade, as listed above, in the
Society shall be automatically so accepted into the Society.
Any other applicant for Active or Associate membership must be
sponsored bv three Active Members. Any other applicant for Student
Membership must provide the signature of his or her major professor
or thesis advisor or department chair certifying his or her full-time
student status. Nominees for Honorary and Life Membership shall
be awarded that status upon unanimous approval of the Directors.
A member qualifying for Emeritus Membership shall be transferred
to that status upon written notice to the Executive Committee.
SECTION 3. VOTING RIGHTS. Each Active Member Emeritus
Member, Honorary Member, and Life Member shall be entitled to
vote on each matter submitted to a vote of the members.
SECTION 4. TERMINATION OF MEMBERSHIP. When any member
of any class, except Honorary or Lifetime, shall be in default
in the payment of dues for a period to be set by the Board, that
membership is automatically ended. The Board of Directors may
suspend or expel a member for a cause after an appropriate hearing
and upon a majority vote of all the Directors.
SECTION 5. RESIGNATION. Anv member may resign by filing
a written resignation with the Secretary.
SECTION 6. REINSTATEMENT. Upon written request signed
by a former member and filed with the Secretary, the Board of
Directors may, by the majority affirmative vote of the members
of the Board, reinstate such former member to membership on such
terms as the Board of Directors may deem appropriate.
SECTION 7. TRANSFER OF MEMBERSHIP. Membership in the Society
is not transferable or assignable.
SECTION 8. MEMBERSHIP STATUS UPGRADING. Any member who
upgrades membership status in the Society of Exploration Geophysicists
shall receive the same upgrading in membership status upon the
Society receiving notice by the member, and confirmation, of
such upgrading. Any member of the Society may request upgrading
in membership status in the Society by filing a membership application
form for that status. Student members wishing to upgrade who
are not members of the Society of Exploration Geophysicists must
be sponored by three Active Members. The procedure for approval
of such upgrading shall be the same as for approving original
membership applications.
ARTICLE IV. MEETING OF MEMBERS
SECTION 1. ANNUAL MEETING. An annual meeting of the membership shall be held
no later than the end of May of each calendar year for the transaction
of such business as may come before the meeting.
SECTION2. REGULAR MEETINGS. Regular meetings of the members
shall be held each month except the months of June, July, August,
and December.
SECTION 3. SPECIAL MEETING. Special meetings of the members
may be called by the President, the Board of Directors, or not
less than one-tenth of the members having voting rights.
SECTION 4. PLACE OF MEETING. The Board of Directors may
designate any place as the place of meeting for any annual, regular,
or special meeting. If no designation is made, the place of meeting
shall be the registered office of the Society in the State of
Texas. However, if all of the members shall meet at any time
and shall consent to the holding of a meeting, such meeting shall
be valid without call or notice, and any corporate action may
be taken at such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice
stating the place, day, and hour of any meeting shall be delivered,
either personally or by mail, to each member entitled to vote
at such meeting not less than ten (10) nor more than fifty (50)
days before the date of such meeting, by or at the directions
of the President or the secretary or of the officers or persons
calling the meeting. In case of a special meeting or when required
by statute or these bylaws, the purpose or purposes for which
the meeting is called shall be stated in the notice. If mailed,
the notices of a meeting shall be deemed delivered when deposited
in the United States Mail addressed to the members' mailing addresses
as they appear on the records of the Society, with postage thereon
prepaid.
SECTION 6. QUORUM. A quorum at any meeting shall consist
of ten percent (10%) of the voting membership of the Society.
If a quorum is not present at any meeting of members, a majority
of the members present may adjourn the meeting without further
notice.
SECTION 7. PROXIES. At any meeting of members, a member
entitled to vote may vote by proxy executed in writing by the
member or by a duly authorized attorney-in-fact. No proxy shall
be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
ARTICLE V. EXECUTIVE COMMITTEE
SECTION 1. MEMBERSHIP. The Executive Committee shall consist of the President,
the President-Elect, the First Vice President, the Second Vice
President, the Secretary, the Treasurer, the Editor, and the
two most recent, available Past Presidents.
SECTION 2. DUTIES. The Executive Committee shall have
the responsibility to appoint the Section Representatives needed
to fill out the number of SEG Council members allowed the Society
by the Society of Exploration Geophysicists, plus two Alternate
Section Representatives. The appointments shall take place no
later than August 1 of each fiscal year.
SECTION 3. VOTING. All actions of the Executive Committee
shall require a majority vote of all members of the Committee.
ARTICLE VI. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The affairs of the Society shall be managed by
its Board of Directors.
SECTION 2. MEMBERS. The Board of Directors shall consist
of the President, President-Elect, First Vice President, Second
Vice President, Secretary, Treasurer Editor, the two most recent,
available Past Presidents, and the appointed Section Representatives.
Directors need not be residents of Texas.
SECTION 3. REGULAR MEETINGS. A regular annual meeting
of the Board of Directors shall be held without other notice
than this bylaw at the annual meeting of members. The Board may
provide by resolution the time and place for the holding of additional
regular meetings of the Board of Directors.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board
of Directors may be called by or at the request of the President
or anv two directors. The person or persons authorized to call
special meetings of the Board may fix any place as the place
for holding any special meetings of the Board called by them.
SECTION 5. NOTICE. Notice of any special meeting of Board
of Directors shall be given at least five days previously thereto
by written notice delivered personally or sent by mail or telegram
to each director at the director's address as shown by the records
of the Society. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail so addressed
with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company. Any director may waive
notice of any meeting. The attendance of a director at any meeting
shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the
Board need be specified in the notice of waiver of such meeting,
unless specifically required by law or by these bylaws.
SECTION 6. QUORUM. A simple majority of the Board of Directors
shall constitute a quorum for the transaction of business at
any meeting of the Board. However, if less than a majority of
the directors are present at said meeting, Alternate Section
Representatives may assume the responsibility of directors for
the duration of the meeting. If a majority is still not present,
then a majority of those directors present may adjourn the meeting
without further notice.
SECTION 7. MANNER OF ACTING. The act of a majority of
the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of
a greater number is required by law or by these bylaws.
SECTION 8. COMPENSATION. Directors as such shall not receive
any salaries for their services. However, by resolution by the
Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed for attendance of each regular or special
meeting of the Board. Nothing herein contained shall be construed
to preclude any director from serving the Society in any other
capacity and receiving compensation therefor.
SECTION 9. INFORMATION ACTION BY DIRECTORS. Any action
required by law to be taken at a meeting of directors may be
taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all of the directors.
SECTION 1. OFFICERS. The officers of the Society shall be a President,
a President-Elect, a First Vice President, a Second Vice President,
a Secretary, a Treasurer, an Editor, and such other officers
as may be elected in accordance with the provisions of this Article.
The Board of Directors may elect or appoint such other officers,
including one or more Assistant Secretaries and one or more Assistant
Treasurers, as it shall deem desirable. Such officers shall have
the authority and shall perform the duties prescribed by the
Board of Directors. Each officer, except the President, after
the 1992-93 fiscal year, shall serve from the first day of July
following the election, or from the date of appointment, until
the following June 30. Beginning in 1993, the President-Elect
shall assume the office of President on July 1 after the expiration
of the term of office of the preceeding President and serve until
the following June 30.
SECTION 2. ELECTION OF OFFICERS. A slate of nominees for
officers shall be prepared by a Nominations Committee; beginning
in 1993, these nominees shall be for the offices of President-
Elect, First Vice President, Second Vice President, Secretary,
Treasurer, and Editor. The Nominations Committee shall consist
of the President and the two most recent, available Past Presidents.
This slate shall be prepared and announced to the Society not
less than eight weeks before the Annual Meeting. Additional nominations
for any office may be made in writing and signed by ten percent
or more of the voting members of the Society at any time within
four weeks following the announcement of the slate proposed by
the Nominations Committee. Such additional nominations shall
be submitted to the President. Each nominee for the offices of
President and/or President-Elect must be Active, Emeritus, Honorary,
or Life Member of the Society and of the Society of Exploration
Geophysicists; also, each nominee must have served as a member
of the Board of Directors of the Society. Nominees for other
offices must be Active, Emeritus, Honorary, or Life Members of
the Society and at least Associate Members of the Society of
Exploration Geophysicists. No person who is currently serving
as an officer of the Society may be nominated for any office.
A letter ballot and a biography of all nominees shall be mailed
to each voting member not less than three weeks before the Annual
Meeting. Only ballots signed and returned by voting members and
received by the Secretary at least three days prior to the Annual
Meeting shall be counted. The ballots shall be counted by a Tellers
Committee appointed by the President. Neither nominee nor members
of the Nominations Committee shall serve on the Tellers Committee.
A plurality of valid ballots shall be necessary and sufficient
for election. In case of a tie vote, the decision shall be made
by casting lots.
SECTION 3. REMOVAL. Any officer may be removed by the
Board of Directors whenever in its judgment the best interests
of the Society would be served thereby, but such removal shall
be without prejudice to the contract rights,if any, of the officer
so removed.
SECTION 4. VACANCY. A vacancy in any office, excluding
the Presidency, because of death, resignation, disqualification
or otherwise, shall be filled by the Board of Directors for the
unexpired portion of the term. In the case of a vacancy in the
Presidency the President-Elect shall succeed to the office of
President for the unexpired portion of the term. If this unexpired
term is six months or less, the President-Elect will also serve
as President for the following year; if the unexpired portion
of the term is more than six months, the Board of Directors will
appoint a President-Elect.
SECTION 5. PRESIDENT. The President shall be the principal
executive officer of the Society and in general shall supervise
and shall control all the business and affairs of the Society.
The President shall preside at all meetings of the members and
of the Board of Directors. The President may sign, with the Secretary
or any other proper officer authorized by the Board of Directors,
contracts or other instruments which the Board of Directors have
authorized to be executed, except in cases where the signing
and execution thereof shall be expressly delegated by the Board
of Directors or by these bylaws or by statute to some other officer
or agent of the Society. In general, the President shall perform
all duties prescribed by the Board of Directors, these bylaws,
or the parliamentary authority adopted by the Society.
SECTION 6. PRESIDENT-ELECT. The President-Elect shall
be a member of the Executive Committee and of the Board of Directors
and shall succeed the President upon the expiration or vacancy
of the President's term of office. The President-Elect shall
be responsible for providing continuity of the affairs of the
Society from one fiscal year to the next. the President-elect
will perform all duties prescribed by the President, the Board
of Directors, these bylaws or such parlimentary authority as
may be adopted by the Society.
SECTION 7. FIRST VICE PRESIDENT. The First Vice President
shall be responsible for arranging all technical programs of
the Society and shall have the authority to nominate such assistants
as may be required. Additionally, the First Vice President shall
perform all duties prescribed by the President, the Board of
Directors, these bylaws, or the parliamentary authority adopted
by the Society.
SECTION 8. SECOND VICE PRESIDENT. The Second Vice President
shall be responsible for the social meetings and the physical
arrangements for the technical meetings, subject to the approval
of the Board of Directors, shall be responsible for publicity,
and shall have the authority to nominate such assistants as needed.
Additionally the Second Vice President shall perform all the
duties prescribed by the President or the Board of Directors,
these bylaws, or the parliamentary authority adopted by the Society.
SECTION 9. SECRETARY. The Secretary shall keep the minutes
of the meetings of the members and of the Board of Directors,
shall give all notices in accordance with the provisions of these
bylaws or as required by law, shall be custodian of the corporate
records and of the seal of the Society, shall keep a register
of the mailing addresses of all members, and shall have the authority
to nominate such assistants as needed. The Secretary shall affix
the seal of the Society to all documents, the execution of which
on behalf of the Society under its seal is duly authorized in
accordance with the provisions of these bylaws. In general, the
Secretary shall perform all duties prescribed by the President,
the Board of Directors, these bylaws, or the parliamentary authority
adopted by the Society.
SECTION 10. TREASURER. The Treasurer shall have charge
and custody of and be responsible for all funds and securities
of the Society and shall receive and shall give receipts for
moneys due and payable to the Society in such banks, trust companies,
or other depositories as shall be selected in accordance with
the provisions of Article IX, Section 1 of these bylaws. The
Treasurer shall have the authority to nominate such assistants
as needed. In general, the Treasurer, shall perform all duties
prescribed by the President, the Board of Directors, these bylaws,
or the parliamentary authority adopted by the Society. If required
by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of duties in such sum and with such surety
or sureties as the Board shall determine.
SECTION 11. EDITOR. The Editor shall be responsible for
the publication of the Society's monthly Newsletter and shall
have the authority to nominate such assistants as may be required.
Additionally, the Editor shall perform all duties prescribed
by the President, the Board of Directors, these bylaws or the
parlimentary authority adopted by the Society.
SECTION 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.
The Assistant Secretaries and Assistant Treasurers in general
shall perform such duties as shall be prescribed by the Secretary
or the Treasurer, respectively, or by the President or by the
Board of Directors. If required by the Board of Directors, the
Assistant Treasurers shall give bonds with such sums and sureties
for the faithful discharge of their duties.
ARTICLE VIII. SECTION REPRESENTATIVES
SECTION 1. SECTION REPRESENTATIVES. The Section Representatives shall represent the
Society and its members at meetings of the Council of the Society
of Exploration Geophysicist. Section Representatives shall serve
as Directors of the Society for the length of their terms.
SECTION 2. APPOINTMENT OF REPRESENTATIVES. The first four
Section Representatives to the Society of Exploration Geophysicists
shall be the President, the two most recent, available Past Presidents,
and the President-Elect. Any additional Section Representatives
to which the Society may be entitled must be Active, Emeritus,
Honorary, or Life Members of the Society of Exploration Geophysicists;
they shall be appointed by the Executive Committee for a term
of one fiscal year. When a Section Representative cannot attend
the Council Meeting of the Society for Exploration Geophysicists,
an Alternate Section Representative or other qualified alternate
appointed by the President shall assume full privileges and responsibilities
of a Section Representative at the Council Meeting.
SECTION 1. OPERATING COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the directors in office, may designate and appoint
one or more committees, each of which shall consist of two or
more directors. Such committees, to the extent provided in such
resolution, shall have and shall exercise the authority of the
Board of Directors in the management of the Society. However,
no such committee shall have the authority of the Board of Directors
in reference to the following: amending, altering, or repealing
the bylaws; electing, appointing, or removing any member of any
such committee or any director or officer of the Society; amending
the articles of incorporation; adopting a plan of merger or a
plan of consolidaton with another corporation; authorizing the
voluntary dissolution of the Society or revoking the proceedings
thereof; adopting a plan for distribution of the assets of the
Society, or amending, altering, or repealing any resolution of
the Board of Directors which by its terms provide that it shall
not be amended, altered, or repealed by such committee. The designation
and appointment of any such committee and the delegation of authority
shall not operate to relieve the Board of Directors or any individual
director of any responsibility imposed by law.
SECTION 2. OTHER COMMITTEES. Other committees not having
and exercising the authority of the Board of Directors in the
management of the Society shall be designated by a resolution
adopted by a majority of directors present at a meeting at which
a quorum is present. Except as otherwise provided in such resolution,
members of each such committee shall be members of the Society.
The President shall have the right to appoint members or to block
the appointment of a member to any such committee. Any member
thereof may be removed by the person or persons authorized to
appoint such member whenever in their judgment the best interest
of the Society shall be served by such removal.
SECTION 3. TERM OF OFFICE. Each member of a committee
shall continue as such, until the completion of the fiscal year
of the Society, unless the committee shall be sooner terminated,
or unless such member shall cease to qualify as a member thereof.
SECTION 4. CHAIR. One member of each committee shall be
appointed chair by the person or persons authorized to appoint
members thereof.
SECTION 5. VACANCIES. Vacancies in the membership of any
committee shall be filled by appointments made in the same manner
as provided in the case of the original appointments.
SECTION 6. QUORUM. Unless otherwise provided in the resolution
of the Board of Directors designating a committee, a majority
of the whole committee shall constitute a quorum and the act
of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
SECTION 7. RULES. Each committee may adopt rules for its
own government not inconsistent with these bylaws or with rules
adopted by the Board of Directors.
ARTICLE X. CONTRACTS, CHECKS, DEPOSITS,
AND FUNDS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer
or officers, agent or agents of the Society, in addition to the
officers so authorized by these bylaws, to enter into any contract
or to execute and to deliver anv instrument in the name of and
on behalf of the Society. Such authority may be general or may
be confined to specific instances.
SECTION 2. CHECKS AND DRAFTS. All checks, drafts, or orders
for the payment of money, notes, or other evidence of indebtedness
issued in the name of the Society shall be signed by such officer
or officers, agent or agents of the Society and in such manner
as shall be determined by resolution of the Board of Directors.
In the absence of such determination by the Board of Directors,
such instruments shall be signed by the Treasurer or an Assistant
Treasurer and countersigned by the President or a Vice President
of the Society.
SECTION 3. DEPOSITS. All funds of the Society shall be
deposited to the credit of the Society in such banks, trust companies,
or other depositories as the Board of Directors may select.
SECTION 4. GIFTS. The Board of Directors may accept on
behalf of the Society any contribution, gift, bequest, or device
for the general purpose or for any special purpose of the Society.
SECTION 1. ANNUAL DUES. The Board of Directors shall determine the amount
of initiation fee, if any, and the annual dues payable to the
Society of Active Members, Emeritus Members, Associate Members,
and Student Members.
SECTION 2. PAYMENT OF DUES. Dues shall be payable in advance
of the first day of July in each fiscal year. The first year's
dues of a new member shall provide membership for the remainder
of the fiscal year following the new member's election to the
Society.
SECTION 1. BOOKS AND RECORDS. The Society shall keep correct and complete books
and records of account and shall also keep minutes of the business
proceedings of its member, Board of Directors, and committees
having the authority of the Board of Directors and shall keep
at the registered or principal office a record giving the names
of the members entitled to vote. All books and records of the
Society may be inspected by any member, or by an agent or attorney
duly appointed by a member, for any proper purpose at any reasonable
time.
SECTION 2. FISCAL YEAR. The fiscal year of the Society
shall begin on the first day of July and end on the last day
in June in each year.
SECTION 3. GOVERNING RULES. The current edition of Robert's
Rules of Order, Newly Revised, shall govern the Society in all
cases to which it is applicable and in which it is not inconsistent
with these bylaws.
ARTICLE XIII. AMENDMENTS TO BYLAWS
SECTION 1. AMENDMENTS. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, if at least five days written notice is given of an intention to alter, amend, or repeal these by laws or to adopt new bylaws at such meeting.
ARTICLE XIV. DISSOLUTION
OF SOCIETY
SECTION 1. INITIATION. 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.
SECTION 2. VOTE. 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
against dissolution. Such ballots shall be deemed to be delivered
when deposited in the United States Mail addressed to the voting
members at the mailing addresses as they appear on the records
of the Society, with the postage thereon prepaid. Only ballots
signed and returned by voting members no later than eight weeks
after posting shall be counted by a Tellers Committee, appointed
by the President. Neither petitioners nor members of the Board
of Directors shall serve on the Tellers Committee. A two-thirds
majority vote of the membership is necessary for dissolution
of the Society. Notice shall be sent to all members within four
weeks of the count.
SECTION 3. DISTRIBUTION OF FUNDS. If the result of the
balloting is to dissolve the Society, the Board of Directors
shall 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.
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