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By Laws
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.
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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.
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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.
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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.
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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.
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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.
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ARTICLE VII. OFFICERS
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.
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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.
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ARTICLE IX. COMMITTEES
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.
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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.
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ARTICLE XI. DUES
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.
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ARTICLE XII. MISCELLANEOUS
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.
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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.
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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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