BYLAWS

ARTICLE 1. 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

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

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

The Institute is organized within the Society.  All policies and activities of the Institute shall be consistent with and subject to the Society's Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure, and Code of Ethics; applicable federal, state, and local antitrust, trade regulation, and other laws, regulations, and legal requirements; 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; 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; and such other policies and procedures as are authorized under these documents.

ARTICLE 5. MEMBERSHIP

5.1         Membership Categories.  Membership in the Institute shall be open to any Society member in good standing as well as to all other persons and organizations interested in advancing the vision and mission of the Institute.  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:

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 grade 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 categories of the Institute are:

5.1.2.1   Organizational Membership - Organizations engaged in research in, 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 any Institute Committees as voting members.

5.4         Expulsion.  Cases involving members accused of violating the Society's Certificate of Incorporation, Constitution, Bylaws, Rules of Policy and Procedure, or Code of Ethics, shall be referred to the Society's Committee on Professional Conduct.

In all other cases, any member may be expelled from the Institute for conduct in violation of the Institute Bylaws, Institute rules and regulations or for conduct which in the sole 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; such meeting to be held in Executive Session if so requested by the member under consideration for expulsion or the member's representative.  Disciplinary proceedings and separation from membership in the Institute shall follow the procedures outlined in the Society's Bylaws.  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 from the Institute, in which case an appeal may be made to the Society's Board of Direction, whose decision is final.

ARTICLE 6. DUES

The Board of Governors shall establish annual membership dues.  Dues shall be payable annually in advance of January 1.  An individual or group accepted for membership in the Institute after June 30 in any calendar year shall pay one-half of the annual dues for that calendar year.  The annual dues payable shall be specified in the Engineering Mechanics Institute Operating Procedures Manual.

ARTICLE 7. BOARD OF GOVERNORS

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         Duties.  The affairs, activities, and concerns of the Institute shall be under the direction of the Board of Governors.  The Board of Governors shall oversee the affairs of the Institute in accordance with the Society’s and Institute’s governing documents.  The Board of Governors has fiduciary, legal, operational and strategic planning responsibilities.  The Board of Governors shall be responsible for policy guidance to ensure the Institute works toward fulfilling its vision and its mission.  The Board of Governors may define, establish and discharge organizational elements such as standing councils and committees, student chapters, local chapters, and task committees as necessary or desirable to conduct the affairs of the Institute.  The Board of Governors shall appoint all members of Institute Organizational Entities.  The Board of Governors may establish such rules, policies, and procedures as are consistent with these Bylaws and Society governing documents for the purpose of fulfilling the mission and programs of the Institute. 

7.3         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.

7.4         Term of Office.  The term of office of the elected Governors shall be three (3) years and shall be once renewable.  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.  The terms of all Governors shall begin at the start of the fiscal year.  Elected Governors may not serve as appointed Governors once their term has expired.

The term of office of the Governor appointed by the Society's Board of Direction shall be one (1) year and may be renewed up to two (2) times for a total of three (3) years.  Appointed Governors are eligible to become elected Governors upon completion of their term of appointment.

The term of any member of the Board of Governors shall commence after the term of the predecessor expires, except in cases where a Board of Governors member is appointed to fill a vacancy.  In that case, the term of the new Governor shall be the remaining term of the individual replaced. 

7.5         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 a slate of at least two (2) candidates for the Governor position to be filled, taking into consideration the Institute's objective of having diverse representation on the Board of Governors.  A ballot listing the nominated slate and space for a write in candidate shall be distributed to all voting Institute members in good standing as specified in the Engineering Mechanics Institute Operating Procedures Manual.  Ballots received by the specified deadline shall be counted by a Teller Committee appointed by the Board of Governors.

7.6         Vacancies.  When a vacancy occurs on the Board of Governors, that vacancy shall be filled by an individual selected by the remaining Governors.

7.7         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.

7.8         Removal.  A member of the Board of Governors may be removed for cause by a two-thirds vote of the other voting members of the Board of Governors and with the concurrence of the Society's Board of Direction.

An elected member of the Board of Governors who fails to attend two (2) consecutive meetings of the Board of Governors shall be automatically removed at the conclusion of such second meeting, unless retained by the majority vote of the Board of Governors before the conclusion of such second meeting.

ARTICLE 8. OFFICERS

8.1         Officers.  The Officers of the Institute shall be the President, Vice President, Past President, Secretary (who is also the Director of the Institute), and Treasurer.

8.2         Term of Office. The term of office of all Officers of the Institute except the Secretary shall be two (2) years.

8.3         Election of Officers.  Officers of the Board of Governors, except for the Secretary, shall be elected annually by the Board of Governors and their term of office shall begin on the first day of the new year of the Board. Vacancies of Officers may be filled at any time for the remaining term of the departing Officer.

8.4         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.

8.4.1      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 nominate Chairs and members to all Committees and Task Groups.  The President or an appointed designee shall 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.

8.4.2      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.

8.4.3      Additional Duties of the Past President.  The Past President shall serve on the Awards Committees of the Institute.

8.4.4      Additional Duties of the Treasurer.  The Treasurer shall monitor the management of the financial affairs of the Institute.

8.4.5      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 9.  MEETINGS

9.1         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 meeting.  All members of the Board of Governors shall be given at least thirty (30) days notice of meetings.

9.2         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.

9.3         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 agreed to by all members of the Board of Governors and be filed with the minutes of meetings 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 10.  FINANCE 

10.1       Fiscal Year.  The fiscal year of the Institute shall be from October 1 through September 30.

10.2       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.

10.3       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 other than the Secretary/Institute Director, 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.

10.4       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.

10.5       Records.  The Institute Director shall keep the books and accounts of the Institute.

10.6       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.

10.7       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 control this general reserve fund and may use general reserve funds for programs and activities of the Institute pursuant to Society policy.

10.8       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 11.  COMMITTEES

11.1       The Board may create committees to fulfill the mission of the Institute.  These committees shall operate according to the Engineering Mechanics Institute Operating Procedures Manual.

11.2       Nominating Committee

The Nominating Committee shall prepare a slate of candidates to be voted on for the elected Governor positions as stated in the Institute Bylaws.  The Nominating Committee shall report directly to the Board of Governors.  The Nominating Committee shall have five members, none of whom are currently members of the Board of Governors.  The term of office shall be two years, once renewable.  The Chair of the Nominating Committee shall be a Past President of the Institute or a Past Chair of the Engineering Mechanics Division.  The term of office of Nominating Committee members shall be established initially so that approximately half of the members are selected each year.

11.3       11.2 Awards Committee 

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.  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.  Awards Committee members may be reappointed to a second two (2) year term. The Chair of the Awards Committee shall be appointed by the Board of Governors annually.  The term of office of Awards Committee members shall be established initially so that approximately half of the members are selected each year.

ARTICLE 12. ADMINISTRATION

12.1       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, 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. 

12.2       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.

At the discretion of the Board of Governors, the Institute may contract directly with the Conferences Department of the Society or with any appropriate university to organize any conference of the Institute.  The Society shall have the right of first refusal on the provision of all other services for the delivery of Institute products and services, unless otherwise agreed by the Executive Director of the Society. 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.

12.3       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.

12.4       Indemnification.  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 13. 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.

ARTICLE 14. 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.