Bylaws

SECTION I
Name

The name of the corporation shall be the Society for Risk Analysis (the “Society”).

SECTION II
Office

The principal office of the Society shall be located at the office of the Executive Secretary, or such other place as the Council may designate from time to time.

SECTION III
Purpose And Powers

A. Purpose. The purpose of the Society is to foster and promote:

Knowledge and understanding of risk analysis techniques and their applications.
Communication and interaction among individuals engaged in risk analysis.
Application of risk analysis and risk management techniques to the hazards and risks to which individuals and populations are exposed.
Dissemination of risk analysis information and concepts to all interested individuals.
Advancement of the state-of-the-art in all aspects of risk analysis.
Integration and interaction of the various disciplines involved in risk analysis.

B. Powers. The Society shall have all such powers as are provided by law, its Articles of Incorporation, and these Bylaws, including without limitation the power to hire and discharge employees and consultants to acquire, own, and dispose of property, including contributions made to it; and to do any and all lawful acts necessary or desirable for carrying out the Society’s purposes. The Society is not organized for profit and no part of its assets or income shall inure to the benefit of any private individual, partnership, or corporation. The Society shall not engage in any activities that are inconsistent with its qualification as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

SECTION IV
Membership

A. Classes of Membership. There shall be four classes of membership:

Regular: full members who pay the regular dues.
Supporting: full members who pay extra dues to offset the membership costs of Reduced Fee memberships.
Reduced fee: full members who pay the reduced fee dues because they meet the income requirement for this membership class as specified by the Council.
Student: full-time students engaged in a degree program with an interest in risk analysis who pay the student dues.

B. Eligibility. Any interested person shall be eligible for membership in one of the four classes of membership.

C. Application. Application for membership shall be made by providing a completed membership application form (on the Internet or submitted by mail) to the Society and shall be acted upon in accordance with procedures established by the Council.

D. Rights and Privileges. Members shall be eligible to vote on any matter subject to a vote of the membership under these Bylaws and shall be eligible to hold office. All members shall be considered as in good standing as long as they are not delinquent in paying their dues, and they shall receive the journal of the Society and access to the Member benefits.

E. Dues. The dues for each category of membership shall be established by the Council once each year, for the following calendar year.

F. Resignation. Resignation from membership shall be made in writing to the Society. Resignation shall not relieve any member from liability for any debt to the Society at the time when such resignation is submitted.

G. Delinquency. Any member whose dues remain unpaid within the time specified by the Council shall automatically be dropped from membership in the Society.

SECTION V
Meetings of Members

A. Annual Meeting. The Society shall have an annual business meeting of the members at such time and place as shall be determined by the Council. Members of the Society shall be notified of the time and place of the meeting at least four weeks in advance.

B. Additional Meetings. Additional meetings of the members of the Society may be called by the Council at any time. Members of the Society shall be notified of any such additional meeting at least four weeks in advance.

C. Voting. At any meeting of the membership of the Society, each member shall be entitled to one vote on any matter requiring a vote of the members.

D. Quorum. At any meeting of the members of the Society, 20 percent of those members present at the annual meeting (including those present by proxy) shall constitute a quorum. Unless required by District of Columbia law, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of the members voting at a meeting shall be necessary for the adoption of any matter.

E. Matters Determined by Ballot. In lieu of holding a meeting of the members, the Council may submit any matter to the members for determination by a ballot. Notice of the matter to be voted upon shall be mailed to every member of the Society, and members shall be provided at least 30 days to return their votes on the matter to the Society. Unless required by District of Columbia law, the Articles of Incorporation, or these Bylaws, the affirmative vote of a majority of all members voting on any matter by ballot shall be necessary for the adoption of any matter.

SECTION VI
Council of the Society

A. Composition of Council. The affairs of the Society shall be managed by a board of directors, which shall be called the Council, composed of:

The President of the Society.
The Immediate Past President of the Society.
The President-elect of the Society.
The Secretary of the Society.
The Treasurer of the Society.
The Treasurer-elect of the Society or the Immediate Past Treasurer of the Society.
Nine Councilors, three of whom shall be elected by the members of the Society each year, each for a three-year term, as provided in Section VI (c) of these Bylaws.

B. Powers of the Council. The Council shall have the power of management and supervision of the property and affairs of the Society, including appropriation of funds, appointment of the editor and editorial board of the journal of the Society, establishing the dues, establishing appropriate subgroups (including geographically and topically appropriate subgroups), selecting individuals for Society awards, calling the membership meetings, and all other authority relating to the management of the Society that customarily resides in a corporation’s board of directors.

C. Eligibility. To be eligible for election as a Councilor, an individual shall be a member in good standing and shall not be an officer of the Society. Upon election as an officer, an individual who is a Councilor shall cease to be a Councilor.

D. Nomination of Councilors. Each year, in sufficient time prior to the annual meeting, the Nominating Committee established under Section XI(A)(1) of these Bylaws shall nominate at least two individuals to be placed on the ballot for each Councilor position to be filled. In addition, members shall be given an opportunity to submit in writing to the Secretary of the Society the name and written consent to serve of any additional qualified member as a nominee. Such nominations from the membership shall be sent by a member in good standing with the signatures (paper or electronic) of at least 5 percent of the Society’s members to the Secretary of the Society and shall be listed on the ballot. The ballot shall be made available to all members, who shall have at least 30 days to return their ballots to the Society. The individual who receives the largest number of votes for each position shall be elected as a Councilor of the Society and shall serve for a term of three years beginning at the end of the annual business meeting that follows the election and continuing through the third annual business meeting that follows taking office.

E. Chairperson. The President of the Society shall serve as the Chairperson of the Council.

F. Removal. Any Councilor may be removed, with or without cause, by a two-thirds vote of the members of the Council or of the active members of the Society.

G. Resignation. Any Councilor may resign from the Council by notifying the Secretary in writing.

H. Vacancies. Any vacancy occurring in the Council may be filled by a majority vote of the Councilors then in office, for the remainder of the unexpired term of the vacancy.

I. Compensation. Councilors shall receive no compensation for their services as Councilors but may be reimbursed for their expenses incurred in carrying out their duties if approved by the Council and if such reimbursement does not affect the qualification of the Society under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

J. Succession. A Councilor shall not be eligible for reelection to the Council until one year after serving a full term of membership on the Council has expired.

SECTION VII
Meetings of the Council

A. Notice. Regular or special meetings of the Council may be held upon notice to each Councilor of not less than seven days, either personally or by telephone or mail (including electronic mail), subject to waiver of notice as provided in District of Columbia law. Unless otherwise specified in these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Council need be specified in the notice or waiver of notice of such meeting. The time and place of the meeting shall be specified in the notice of the meeting.

B. Meetings. The Council shall hold at least two meetings each year, one at the time of the annual meeting of members of the Society. Unless otherwise provided in these Bylaws, the Council may meet by conference call or any other means of communication by which all persons participating in the meeting are able to adequately communicate with each other.

C. Quorum. At any meeting of the Council, either regular or special, a majority of the Councilors shall constitute a quorum. Unless otherwise required by District of Columbia law, the Articles of Incorporation, or these Bylaws, the vote of a majority of the Councilors present and voting at a meeting at which a quorum is present shall be necessary for the adoption of any matter. The members of the Council shall act only as a Council and the individual Councilors shall have no powers as such.

D. Action by Ballot. Any action required or permitted to be taken at a meeting of the Council may be taken by ballot. The affirmative vote of the majority of all members of the Council shall be necessary for the adoption of any matter voted upon.

E. Executive Committee. The Council shall establish an Executive Committee, which shall exercise the authority of the Council and the management of the Society between meetings of the Council. The Executive Committee shall consist of the President, the President-elect, the Immediate Past President, the Secretary, and the Treasurers of the Society and any other member of the Council appointed by the President or by a majority of the entire Council. Notice of Executive Committee meetings shall be provided to all members of the Council, at least seven days prior to the meeting, and any member of the Council who wishes to attend any meeting of the Executive Committee shall be entitled to do so.

SECTION VIII
Officers

A. Officers of the Society. The officers of the Society shall consist of a President, a President-elect, Immediate Past President, a Secretary, a Treasurer, and either the Treasurer-elect or Past Treasurer.

B. Eligibility. To be eligible for election as an officer, an individual shall be a member of the Society. A Councilor is eligible for election as an officer but, upon such election, shall cease to be a Councilor.

C. Nomination and Election. The Nominating Committee established under Section XI(A)(1) of these Bylaws shall submit in writing to the Secretary of the Society at least two nominations for each open officer position to be filled. In addition, the procedure for nominations by the membership of any additional qualified member and for voting for officer positions shall be the same as the procedure specified in Section VI(D) for Councilors. The individual who has been nominated for an officer position and who has received the largest number of votes for that position shall be elected.

D. Term of Office. The term of office for each officer of the Society shall commence at the end of the annual business meeting of the Society and shall last for the following periods of time:

The President shall serve for a term of one year, beginning at the end of the annual business meeting after service as President-elect for one year and continuing through the annual business meeting of the Society that follows taking office.
The President-elect shall serve for a term of one year, beginning at the end of the annual business meeting that follows the election as President-elect and continuing through the annual meeting that follows taking office as President-elect, and shall thereafter automatically become the President of the Society.
The Immediate Past President shall serve for a term of one year, beginning at the end of the annual business meeting after service as President for one year and continuing through the annual business meeting of the Society that follows.
The Secretary shall serve for a term of two years, beginning at the end of the annual business meeting that follows the election and continuing through the second annual business meeting that follows taking office, and shall be eligible for one reelection for a second term of two years.
The Treasurer-elect shall serve for a term of one year beginning at the end of the annual business meeting that follows the election as Treasurer-elect and continuing through the annual meeting that follows, and shall thereafter automatically become the Treasurer of the Society. The Treasurer shall serve for a term of two years, and shall thereafter automatically become the Past Treasurer for a term of one year.

SECTION IX
Duties of Officers

A. Duties of Officers. The officers of the Society shall have the following duties:

The President shall act as the chief executive officer and chief operating officer of the Society and shall preside at all meetings of the Society.
The President-elect shall serve in the absence or inability of the President to act.
The Secretary shall have custody of the records of the Society, keep the minutes of the meetings of the Society and of the Council, send notification of all meetings of the Society and of the Council, and serve as the Society Historian with the responsibility for archiving important historical Society documents.
The Treasurer shall keep the Society accounts, prepare annual budgets and fiscal reports, control all funds, and perform all other duties customarily undertaken by the Treasurer of a corporation.
The officers of the Society may delegate appropriate responsibilities to the Executive Secretary appointed under Section X(A).

B. Removal of Officers. Any officer may be removed, with or without cause, at any time by a vote of two-thirds of the Councilors then in office or two-thirds of the members of the Society, whenever in their judgment the best interests of the Society will be served thereby.

C. Resignation. Any officer of the Society may resign by notifying the Secretary in writing.

D. Vacancies. Any vacancy occurring in an office of the Society may be filled by a vote of the majority of the Councilors then in office. Any officer so elected to fill a vacancy shall be elected for the remainder of the term of the office vacated.

E. Bonding. The Council may, by resolution, require any officer, employee, or agent of the Society to give bond to the Society, with sufficient sureties, conditioned on the faithful performance of the duties of the respective office or position, and to comply with such other conditions as may be required from time to time by the Council. The premiums for all such bonds shall be paid by the Society.

SECTION X
Executive Secretary

A. Appointment. The Council may appoint an Executive Secretary to assist in the administration of the affairs of the Society.

B. Duties of the Executive Secretary. The Executive Secretary shall have the duties and authority that are specified by the Council. The officers and Council may delegate to the Executive Secretary the responsibility for any action for which an officer or the Council has authority unless such authority may not be delegated under these Bylaws.

SECTION XI
Committees

A. Standing Committees. The Society shall have the following standing committees, which shall be chaired by current Councilors, Officers, or Past Presidents:

Nominating Committee. The Nominating Committee shall consist of five members of the Society, of whom no more than two may be current members of the Council. The Nominating Committee shall submit in writing to the Secretary no fewer than two nominations for each elective office of the Society to be filled in any annual election.
Finance Committee. The Finance Committee shall review the financial status of the Society, develop a budget, make any recommendations to the Council relating to finances, and submit an annual financial report to the membership at the annual meeting.
Publications Committee. The Publications Committee shall determine the editorial policy for the Society’s journal and shall recommend to the Council individuals to serve as the Editor and on the Editorial Board.
Membership Committee. The Membership Committee shall be responsible for serving as a liaison between members and the Council, responding to issues raised by members, recruiting new members, and proposing annual dues.
Annual Meeting Committee. The Annual Meeting Committee shall be responsible for the program and all other aspects of the annual meeting. The President-elect shall serve as or appoint the Chairperson and, in consultation with the Chairperson, the members of the Annual Meeting Committee.
Conferences and Workshops Committee. The Conferences and Workshops Committee shall make plans and recommendations to the Council for sponsorship for participation in conferences and workshops other than the annual meeting.
Regions Committee. The Regions Committee shall encourage the establishment of geographically appropriate organizations of the Society and shall review and recommend to the Council appropriate action on any application for creating such regional organizations.
Awards Committee. The Awards Committee, which shall be selected from among former Presidents of the Society, shall recommend all awards to the Council.
Specialty Groups Committee. The Specialty Groups Committee shall consist of the current Chairpersons of each Specialty Group to support the functions of the Specialty Groups.
Communications Committee. The Communications Committee shall be responsible for Society communications, excluding the management of the journal, which is the responsibility of the Publications Committee. The committee will maintain responsibility for the SRA website, for providing the membership with news including publication of the Risk Newsletter, and for publicizing the Society.

B. Other Committees. The President or the Council may establish such other committees as may be deemed appropriate for the objectives of the Society. All such committees may be chaired by any Society member and shall report on their activities to the Council. The Council may disband any committee other than a standing committee, and the President may disband any committee established by the President.

C. Appointment of Committee Members. The President of the Society shall appoint all members, and the chairpersons, of standing and other committees of the Society, not otherwise determined by the committee charter, except that the President-elect shall serve as Chairperson of the Annual Meetings Committee and appoint its members. Any member of the Society shall be eligible to serve on any committee of the Society.

SECTION XII
Regional Organizations

A. Establishment. The Council may establish criteria, requirements, and procedures for the formation, operation, and termination of regional organizations of the Society.

B. Applications. Any individual or group may submit an application to the Council for approval for the establishment of a regional organization.

C. Council Approval. A regional organization shall be established upon the approval of an application by the Council. Such regional organization shall continue in existence until the organization dissolves itself or until the Council takes action to withdraw its approval of the organization.

D. Purposes and Procedures of Regional Organizations. The purposes and procedures of a regional organization shall be consistent with the principles established in these Bylaws.

SECTION XIII
Specialty Groups

A. Establishment. The Council may establish criteria, requirements, and procedures for the formation, operation, and termination of specialty groups of the Society. A specialty group shall represent a substantive or disciplinary area of interest relating to risk analysis.

B. Applications. Any member may submit an application to the Council for approval for the establishment of a specialty group.

C. Council Approval. A specialty group shall be established upon the approval of an application by the Council. Such specialty group shall continue in existence until the specialty group dissolves itself or until the Council takes action to withdraw its approval of the specialty group.

D. Purposes and Procedures of Specialty Groups. The purposes and procedures of a specialty group shall be consistent with the principles established in these Bylaws.

SECTION XIV
Contracts, Loans, Checks, and Deposits

A. Contracts. The Council may authorize any officer, employee, or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society. Such authority may be general or confined to specific instances. Any contract shall be executed by the President.

B. Loans. No loans shall be contracted on behalf of the Society and no evidence of indebtedness shall be issued in its name unless authorized by the Council. Such authority may be general or confined to specific instances. Any loan shall be executed by the President.

C. Checks and Drafts. All checks, drafts, or other orders for the payment of money issued in the name of the Society shall be signed by such officer, employee, or agent of the Society and in such manner as shall be determined from time to time by the Council.

D. Deposits. All funds of the Society not otherwise employed shall be deposited from time to time to the credit of the Society in such depositories as the Council may select.

SECTION XV
Awards

A. Awards. After considering the recommendations of the Awards Committee, the Council may select individuals for the following Society awards:

Fellows, who shall include all former Presidents of the Society and up to one percent of the Society members per year who are selected based upon substantial achievement in science or public policy relating to risk analysis and substantial service to the Society.
The Richard J. Burk Outstanding Service Award, which shall be awarded to a member of the Society for extraordinary service to the Society that deserves special recognition.
The Distinguished Achievement Award, which shall be awarded to any person for extraordinary achievement in science or public policy relating to risk analysis.
The Chauncey Starr Distinguished Young Risk Analyst Award, which shall be awarded to any member age 40 years or younger for outstanding achievement in science or public policy relating to risk analysis and exceptional promise for continued contributions to risk analysis.
The Outstanding Practitioner Award, which shall be awarded to a member for outstanding risk analysis practice. This award typically alternates between recognizing public and private practitioners.
The Distinguished Educator Award, which shall be awarded annually to that teacher, author, or mentor who has contributed substantially to the training of new experts in risk analysis.
Such other awards as the Council may establish.

SECTION XVI
General Provisions

A. Waiver of Notice. Whenever any notice is required to be given to any Councilor or other person under the provisions of District of Columbia law, the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice shall be equivalent to the giving of such notice.

B. Auditors. The Council will employ a certified public accountant to audit the books of the Society for each fiscal year, and at such other time or times and for such other periods as the Council may deem advisable, and to furnish reports on such audits and make available an annual report of audits completed.

C. Prohibition Against Sharing in Society Earnings. No Councilor, officer, employee, or agent of, or person connected with, the Society or any other private individual shall receive at any time any of net earnings or pecuniary profits from the operations of the Society, except that the Council may employ and pay any person reasonable compensation for services rendered to or for the Society in effecting any of its purposes.

D. Exempt Activities. Notwithstanding any other provision of these Bylaws, no Councilor, officer, employee, agent, or other representative of the Society shall take any action or carry on any activity by or on behalf of the Society not consistent with the exempt status of organizations described in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

E. Fiscal Year. The fiscal year of the Society shall be established by resolution of the Council.

F. Indemnification. The Society shall indemnify, to the full extent permitted by the laws of the District of Columbia, any Councilor, officer, employee, or agent of the Society against expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which such individual is made a party by reason of being or having been such Councilor, officer, employee, or agent, except that the Society shall not indemnify such individuals for willful misconduct. Such indemnification shall not be deemed exclusive of any other rights to which such Councilor, officer, employee, or agent may be entitled under any agreement, vote of the Council, or otherwise.

G. Insurance. The Society will purchase liability insurance to protect such directors and officers of the Council as appropriate for this type of Society.

SECTION XVII
Amendments

A. Bylaws. These Bylaws may be amended by a majority vote of those members voting, except that no such action shall be taken that would adversely affect the qualification of the Society under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

B. Articles of Incorporation. The Articles of Incorporation may be amended upon a two-thirds vote of members, except that no such action shall be taken that would adversely affect the qualification of the Society under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

C. Proposals. Proposed amendments to the Bylaws or the Articles of Incorporation may be sent in writing to the Council at any time by any member. Any amendment endorsed in writing by 20 percent of members shall be submitted for a vote of the entire membership at the next meeting of the members.

SECTION XVIII
Duration and Dissolution

A. Duration. The Society shall continue as a corporation until a proposal for dissolution shall be passed by the Council and the members of the Society. For purposes of notice and voting requirements, any such proposal shall be treated as an amendment to the Articles of Incorporation and shall comply with the provisions of Section XVII(B) of these Bylaws.

B. Dissolution. Upon the dissolution of the corporation, the Council shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for purposes related to the purposes in Section III(B) of these Bylaws to such organization or organizations organized and operated exclusively for educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Council shall determine.

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