ENGINEERING MECHANICS INSTITUTE BYLAWS 1 Engineering Mechanics Institute Bylaws Article 1. Name 1.0 Name. The name of this Institute shall be the Engineering Mechanics Institute (hereinafter referred to as the Institute ) of the American Society of Civil Engineers (hereinafter referred to as the Society ). Article 2. Vision 2.0 Vision. The Vision of the Institute is to be a premier organization representing engineering mechanics by effectively serving the needs of the world-wide engineering community and promoting both research and application of scientific and mathematical principles to address a broad spectrum of existing and emerging engineering and societal problems. Article 3. Mission 3.0 Mission. The mission of the Institute is to serve the engineering community through the development and application of engineering mechanics by anticipating and adapting to new challenges that will face tomorrow s engineers and by creating an environment that facilitates professional growth to ensure that these future challenges will be met. The Institute seeks to establish a presence at the forefront of new thrusts of mechanics by promoting the most innovative developments in the field, regardless of the discipline of the ultimate user. The Institute also seeks to provide a home not only for those involved in the traditional disciplines, but also for those involved with emerging areas of mechanics. Additionally, the Institute seeks to promote the interdependence of engineering mechanics and other disciplines by providing an interdisciplinary forum for researchers, practicing engineers, industry representatives, citizen groups, public officials and others. Article 4. Organization 4.0 Organization. The Institute is organized within the Society. All policies and activities of the Institute shall be consistent with and subject to: 4.0.1 the Society s Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure, and Code of Ethics; 4.0.2 applicable federal, state, and local antitrust, trade regulation, and other laws, regulations, and legal requirements; 4.0.3 all requirements to maintain the status of the Society as a not-for-profit organization exempt from Federal income tax under Sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1954, as amended, (hereinafter referred to as the Code) qualifying at all times as an organization to which tax deductible contributions may be made pursuant to applicable sections of the Code; 4.0.4 all requirements imposed by relevant jurisdiction for maintenance by the Society of any license, permit, or authority it may hold to conduct activities and do business as a foreign not-for-profit corporation within that jurisdiction; 4.0.5 and such other policies and procedures as are authorized under these documents. Article 5. Membership 5.0 Membership Qualification. Membership in the Institute shall be open to any Society member in Good Standing and all other persons and organizations interested in advancing the vision and mission of the Institute. 5.1 Membership Categories. The membership categories shall be differentiated as Individual Members and Group Members. 5.1.1 Individual Members. The Individual Member categories of the Institute are:
2 ENGINEERING MECHANICS INSTITUTE (EMI) 5.1.1.1 Member. Individuals who are engaged in teaching, research, or application of traditional or emerging areas of engineering mechanics including but not limited to the fields of solid mechanics, fluid mechanics, dynamics, computational mechanics, nano-mechanics, sensor technology, information technology, multi-scale simulation, biomechanics, and sustainability. 5.1.1.2 Student Member. Full-time graduate students interested in mechanics. 5.1.1.3 Fellow. The Institute may award Fellow membership to an individual member based on accomplishments, achievements, or scholarship, as recognized by the Board of Governors. 5.1.2 Group Membership. The Group Membership categories of the Institute are: 5.1.2.1 Organizational Membership. Organizations engaged in research or application of engineering mechanics. 5.1.2.2 Sustaining Membership. Other organizations may elect to participate as Sustaining Members of the Institute. 5.2 Member Participation. Except for Student Members, Individual Members in Good Standing may be appointed to and participate in all Institute Boards, Councils, Committees, and other entities and may vote on all Institute procedural issues and elections put forth for the general membership. An Individual Member whose dues and other charges are not in arrears shall be considered in Good Standing. 5.3 Non-Member Participation. At the discretion of the Board of Governors, non-members of the Institute may serve on Institute Committees as voting members. 5.4 Expulsion. Any member may be expelled from the Institute for conduct in violation of these Bylaws, or the Society s Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure or Code of Ethics, as applicable, or for conduct which, in the opinion of the Board of Governors, is improper and prejudicial to the best interest of the Society or the Institute. A decision to expel shall be preceded by a fair hearing at a meeting of the Board of Governors. Separation from membership in the Institute and disciplinary proceedings shall follow the procedure outlined in the Society Bylaws. The Board of Governors shall act on behalf of the Institute. Decisions of the Board of Governors shall not be open to appeal except in cases involving recommendation by the Board of Governors to expel a Society member, in which cases an appeal may be made to the Society Board of Direction, whose decision is final. Cases involving Society members accused of violating the Society Code of Ethics shall be referred to the Society Committee on Professional Conduct. Article 6. Dues 6.0 Dues. The Board of Governors shall establish annual membership dues as specified in the Engineering Mechanics Institute Operating Procedures Manual. 6.1 Payment of Dues. Dues shall be payable annually in advance of January 1 of each year. A person who becomes a member in the Institute after June 30 in any calendar year shall pay one-half (1/2) of the annual dues for that year. An Institute Member who advances from any grade to a higher grade in the Institute shall pay the annual dues of the higher grade, effective the next Institute membership year. 6.2 Statements. Not later than December 1 each year, the Institute shall mail to each Non-Society member, at the latest address known to the Institute, a statement of current indebtedness, if any, of the Institute member and the amount of dues for the ensuing calendar year. 6.3 Non-payment. Any Institute member whose dues become twelve (12) months in arrears shall forfeit membership in the Institute. 6.4 Remission of Dues. The Board of Governors, for cause deemed by it to be sufficient, may excuse any Institute member from the payment of annual dues, temporarily or permanently; may excuse the whole or any part of the dues which may be in arrears; and may remove any name from the list of those permanently excused from the payment of dues.
ENGINEERING MECHANICS INSTITUTE BYLAWS 3 6.5 Refunds. No dues or fees will be refunded. Article 7. Board of Governors 7.0 Duties of the Board of Governors. The Board of Governors shall oversee and direct the affairs, activities, and concerns of the Institute. The Board of Governors shall establish and modify policies and procedures; create and dissolve organizational elements, councils and committees; appoint and discharge representatives and special delegates; and take other actions consistent with these Bylaws for the purpose of accomplishing the vision and mission of the Institute. 7.1 Composition. The Board of Governors shall have seven (7) voting members elected or appointed as follows: six (6) Governors elected by the Institute membership, and one (1) Governor appointed by the Society s Board of Direction. In addition, the Secretary shall attend all meetings of the Board of Governors. 7.2 Qualifications. Each member of the Board of Governors shall be a Member in Good Standing of the Institute and also a Member in Good Standing of the Society. Student Members of the Institute shall not serve on the Board of Governors. A Board of Governors member who ceases to be in Good Standing in the Institute or the Society while in office shall be removed. 7.3 Term of Office. The term of office of the Board of Governors shall commence at the beginning of the Fiscal Year, except in cases where a Board member is appointed to fill a vacancy. 7.3.1 Elected Governors. The term of office of Elected Governors shall be three (3) years and no individual may serve more than two (2) terms as Elected Governor. To the extent possible, the terms of the Elected Governors shall be staggered so that at least one (1) Governor s term expires at the end of each Fiscal Year. Elected Governors may not serve as Appointed Governors once their term has expired. 7.3.2 Society Appointed Governor. The term of office of the Society Appointed Governor shall be one (1) year. The Society Appointed Governor may be reappointed to successive one (1) year terms, not to exceed three (3) years total service. Society Appointed Governors are eligible to become Elected Governors upon completion of their term of appointment. 7.4 Vacancies. When a vacancy occurs in an Elected Governor position on the Board of Governors, that vacancy shall be filled by an individual selected by the remaining Governors. When the vacancy occurs in the Society Appointed Governor position, that vacancy shall be filled by the Society Board of Direction. 7.5 Compensation. Members of the Board of Governors shall not receive any salary or other compensation for their services as a Governor, but they shall be entitled to reimbursement of reasonable expenses, if any, under procedures established by the Board of Governors and the Society. 7.6 Removal. A member of the Board of Governors may be removed for cause by unanimous vote of the other voting members of the Board of Governors and with the concurrence of the Society s Board of Direction. Article 8. Nominations and Elections 8.0 Nominating Committee. The Nominating Committee shall consist of five (5) members, none of whom are current members of the Board of Governors. The Chair of the Nominating Committee shall be a Past President of the Institute or a Past Chair of the Engineering Mechanics Division. Nominating Committee members shall serve a term of two (2) years and may be reappointed to serve one (1) additional term. The Nominating Committee, with the approval of the Board of Governors, shall establish the election schedule and procedures. 8.1 Election of Governors. The Nominating Committee shall annually solicit from the membership of the Institute names of candidates for Elected Governor positions. The Nominating Committee shall select up to two (2) candidates for each Governor position to be filled, taking into consid-
4 ENGINEERING MECHANICS INSTITUTE (EMI) eration the Institute s objective of diverse representation on the Board of Governors. An election for the Board of Governors shall be held annually and shall be completed by August 31. 8.2 Official Nominee. The nominees selected by the Nominating Committee shall be known as the Official Nominees. 8.3 Nominee Acceptance. Official Nominees shall be fully informed of the duties and requirements of officer positions and shall consent to their nominations. Official Nominees shall submit a letter to the Secretary confirming willingness to serve if elected, and a short resume in a format stipulated by the Nominating Committee. 8.4 Election Ballot. The election ballot shall include the names of all Official Nominees. 8.4.1 Distribution of Ballot. The election ballot shall be sent to the Address of Record for all Voting Members of the Institute in Good Standing. 8.4.2 Deadline for Receipt of Ballots. Once the election ballots have been distributed, the polls for the election shall remain open for thirty (30) days. 8.4.3 Count by Tellers Committee. The ballots shall be counted by no fewer than three (3) tellers who shall be appointed by the President of the Institute Board of Governors. These tellers comprise the Tellers Committee. No count or listing of votes cast in any Institute election shall be permitted until after the polls have closed and then only by the Tellers Committee. The ballots shall be counted within two (2) weeks following the close of the election. The person who receives the largest number of valid votes for an office shall be declared elected. In the event of a tie between two (2) or more persons for the same office, selection shall be made by the Board of Governors from the persons so tied. The Secretary shall announce the results of the election to the membership. Article 9. Officers 9.0 Officers. The Officers of the Institute shall be the President, Vice President, Past President, Secretary, and Treasurer. 9.1 Term of Office. Each Officer, excluding the Secretary, shall serve a one (1) year term to commence at the beginning of a Fiscal Year except in cases where a Board of Governors member is inducted to complete an unexpired term. No Officer shall serve more than two (2) consecutive terms in the same office. 9.2 Election of Officers. The elected Officers of the Board of Governors shall be a President, Vice President, and Treasurer. The Officers shall be elected annually from among the members of the Board of Governors. 9.3 Duties of Officers. The Officers of the Institute shall perform all duties required by the Society and the Institute s governing documents, and those duties incident to the office or as may be assigned. Such duties may include, but are not limited to, preparation for, attendance at and participation in meetings of the Board of Governors, and other official assignments. 9.3.1 Additional Duties of the President. The President, on behalf of the Board of Governors, shall prepare and distribute to the membership an Annual Report for the preceding fiscal year within one hundred twenty (120) days of the conclusion of the previous fiscal year. The President shall preside at and call all General and Special Meetings of the Board of Governors. The President shall recommend Chairs and members to Committees and Task Groups for approval by the Board of Governors. The President or an appointed designee may attend regular and special meetings of the Society s Board of Direction, and report at such meetings on Institute affairs, if requested by the Society s Board of Direction. 9.3.2 Additional Duties of the Vice President. In the temporary absence or disability of the President, the Vice President shall discharge the duties of the President. 9.3.3 Additional Duties of the Treasurer. The Treasurer shall monitor the management of the financial affairs of the Institute.
ENGINEERING MECHANICS INSTITUTE BYLAWS 5 9.3.4 Additional Duties of the Secretary. The Secretary shall keep the records for the Board of Governors, and shall provide notice for all meetings of the Board of Governors and the Institute as requested by the Board of Governors. The Secretary is the Institute Director and an employee of the Society. The Institute Director can be removed, with or without cause, by the Executive Director of the Society after consultation with the Board of Governors of the Institute. Article 10. Meetings 10.0 Scheduled Meetings of the Board of Governors. The Board of Governors shall meet at least annually to conduct any business that might properly come before it. The President of the Board of Governors shall establish the date, place and agenda for this annual meeting. Agenda items shall be determined by the Board of Governors. All members of the Board of Governors shall be given at least thirty (30) days notice of meetings. 10.1 Special Meetings of the Board of Governors. Special Meetings of the Board of Governors may be called by the President or upon the request of any three (3) Board of Governors members. At such meetings, there shall be considered only such business as is specified in the meeting notice. At least fifteen (15) days advance notice of a Special Meeting shall be given. 10.2 Special Conditions. Any action required to be taken at a meeting of the Board of Governors, or any action that may be taken at a meeting of the Board of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all members of the Board of Governors and be filed with the minutes of the meeting of the Board of Governors. Members of the Board of Governors may participate in any meeting of the Board of Governors by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute attendance at the meeting. Article 11. Finance 11.0 Fiscal Year. The fiscal year of the Institute shall be from October 1 through September 30. 11.1 Assets. All assets held by or for the Institute are vested in the Society and shall be handled according to the Society s fiscal policies. 11.2 Fiscal Responsibility. The Board of Governors, with due responsibility to the Society s Board of Direction, shall oversee the funds and assets of the Institute and shall direct the Institute Director in their management. No member of the Board of Governors, Institute Officer, Institute member, or representative thereof shall have any authority, as such, to contract debts for, pledge the credit of, or in any way financially bind the Society. 11.3 Institute Budget. The Institute budget shall be approved annually by the Board of Governors in accordance with guidelines established by the Society s Board of Direction. 11.4 Records. The Institute Director shall keep the books and accounts of the Institute. 11.5 Reporting. At the close of each fiscal year, the Treasurer and the Institute Director shall provide a preliminary statement of the affairs of the Institute, including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the Board of Governors and to the Society Board of Direction within one hundred twenty (120) days from the close of the fiscal year. 11.6 Revenues. The Institute may raise revenue by means other than dues from members and fees from publications, provided such means are consistent with Society policies and the maintenance of the Society s tax-exempt status. Any proposed acceptance of solicitations, grants, or donations, which contain any restriction, shall first be submitted to and approved by the Society s Executive Director. In the event the Institute s revenues exceed the Institute s expenses, the Institute shall create a general reserve fund for deposit of excess revenues. The Institute shall
6 ENGINEERING MECHANICS INSTITUTE (EMI) control this general reserve fund and may use general reserve funds for programs and activities of the Institute pursuant to Society policy. 11.7 Audit. The Institute Director shall procure annually an external financial review of the books and records of the Institute. Such audit may be performed in conjunction with the Society s annual audit. The books and records shall be made available to the Society Treasurer or designee on reasonable notice. Article 12. Committees 12.0 Organizational Elements. The Board of Governors may, at its discretion, establish and discharge organizational elements such as committees, divisions, councils, standing and ad-hoc task committees as necessary or desirable to conduct the affairs of the Institute. Establishment of any such organizational element shall be by means of a charter or charge, which shall define the mission of the element and its term of the charter. These elements shall report to the Board of Governors. Appointments to Board level committees shall be made by the Board of Governors upon recommendation of the President. All other appointments may be delegated by the Board to the individual committee chairs, but such appointments must be made with the consent of the Board. The Institute shall have the following committees:
ENGINEERING MECHANICS INSTITUTE BYLAWS 7 12.1 Awards Committee. Organization. The Awards Committee shall include the immediate Past President of the Engineering Mechanics Institute and four (4) additional members appointed by the Board of Governors to serve two (2) year terms. Committee members may be reappointed to a second two (2) year term. The Chair shall be appointed by the Board of Governors annually. Responsibilities. The Awards Committee shall make recommendations to the Board of Governors for nominations of recipients for all Society awards administered by the Institute, in accordance with the rules for each. The Awards Committee shall also make recommendations of candidates and recommend members to the joint EMI/SEI committee that administers the Cermak Medal and the Newmark Medal. Article 13. Administration 13.0 Parliamentary Authority. Meetings of the Institute and its Board of Governors shall be conducted according to the most recent version of Robert s Rules of Order, Newly Revised, in all cases to which these rules are applicable and in which such rules are not inconsistent with the Society and/or Institute Constitution, Bylaws, and Rules of Policy and Procedure. 13.1 Relationship to the Society. Fees for services provided to the Institute by the Society shall be set by written agreement between the Institute and the Society, and by Society policy. The Society shall have the right of first refusal on the provision of all services for the delivery of Institute products and services, unless otherwise agreed by the Executive Director of the Society or provided by written agreement between the Institute and the Society, or by Society policy. In the event that the Institute develops a product or service on its own, it must meet Society standards for quality. All property and records of the Institute shall belong to the Society. The Institute may issue its own statements of policy but must identify them as such. Any amplification, interpretation, or application of Society policies other than by the Society Board of Direction must be clearly identified as the views of the component so engaged and not of the Society. The Institute shall not take any action that may be deemed to express an attitude or action of the Society. Resolutions or recommendations may be addressed to the Society Board of Direction for consideration or approval and promulgation. 13.2 Relationships with Other Organizations. The Institute may establish relationships with other groups and may serve as the United States of America member Society to various international organizations, as approved by the Institute. These relationships shall not be in conflict with Society policies. 13.3 Indemnification. Institute Governors, Officers, the Institute staff and agents, in their respective capacities as such, each shall receive the same indemnification by the Society as do the Society s Directors, officers, members, employees, and agents. Article 14. Dissolution 14.0 Dissolution. At any duly constituted meeting of the Board of Governors, by a two-thirds (2/3) vote, the Institute Board of Governors may vote to recommend dissolution of the Institute by the Society Board of Direction, provided that a written notice of this proposed action shall have been given at a previous meeting of the Board of Governors, and provided further that the proposed dissolution shall have been published, together with an announcement soliciting member comments, in an Institute, Society, or third party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.
8 ENGINEERING MECHANICS INSTITUTE (EMI) Article 15. Amendment 15.0 Amendment. The Institute Bylaws may be amended at a duly constituted meeting of the Institute Board of Governors by a four-fifths (4/5) majority of those present and voting, provided that a written notice of such proposed amendment shall have been given at a previous meeting of the Institute Board of Governors. No amendment to these Bylaws shall be effective until approved by the Society Board of Direction.