EDMONTON OILFIELD TECHNICAL SOCIETY

Replacement Objects and Bylaws - 2004

OBJECTS

The objects of this organization shall be:

1) The promotion of mutual cooperation in furthering the application of academic and practical engineering principles to the exploitation and development of petroleum and natural gas through regular meetings for the free discussion of problem relating thereto.

2) The development of fellowship through social, recreational, and sporting activities.

3) The preservation of Canadian Petroleum Industry history through the continuing development and exhibition of a museum at the OTS Park, presently situate on lands legally described as:


• Plan 4781 R.S. Block (B) Containing 3.75 hectares more or less
  
• (S.E. 22-51-25-W.4th)
  
• situate at or near the City of Edmonton, in the Province of Alberta.



BYLAWS

ARTICLE I - Membership

1) The membership of the Society shall consist of the honorary, corporate and regular members in good standing of the Society.

2) Honorary Members
Any person of good character and standing who has rendered distinguished services furthering the Society or the development of the oil and gas industry may become an honorary member without responsibility of paying dues, through election by a majority vote of the Board of Directors. Past Presidents will be deemed to be Honorary Members. Honorary membership is to be extended to a member of the legal profession who is prepared to participate at the Board of Directors level. Candidates for this position will be nominated from within the Board of Directors and successful candidate agreed upon by a majority vote.

3) Corporate Members
The Society may accept on the approval of the Secretary, or a membership committee, if such is considered necessary, corporate members actively engaged or interested in or associated with any phase of the petroleum and natural gas industry, as corporate members of the Society. Each corporate member will name a maximum of five (5) individuals per corporate membership. These individuals will exercise the same rights within the Society as regular members.

4) Regular Members
The Society may accept on the approval of the Secretary, or a membership committee, if such is considered necessary, individuals actively engaged or interested in or associated with any phase of the petroleum and natural gas industry, as regular members of the Society.

5) Any member wishing to withdraw from membership may do so upon notice in writing to the Board through their Secretary. If any member is in arrears for fees or assessments for any year such member shall be automatically suspended at the expiration of the six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Society until reinstated. Any member upon a two-thirds vote at a Directors meeting of the Society may be expelled from membership for any cause which the Board of Directors may deem sufficient.


ARTICLE II - Board of Directors

1) "Board of Directors", "Executive Committee", or "Board", shall mean "Board of Directors of the Society".

2) Until otherwise determined by a general meeting, the number of Directors shall be nine (9) or as deemed necessary by the Board of Directors. For the purpose of electing Directors, nomination of any member, in good standing, as Director, shall be in writing and signed by at least five (5) regular members in good standing of the Society, and filed with the Secretary on or before the first day of December in each year. The member or members making the nomination shall also file with the Secretary the written consent of the nominee to act as Director of the Society. In the event that an insufficient number of nominations are submitted by the members, a nominating committee can be appointed by the Directors.

3) Unless replaced at an annual general meeting, each Director, however appointed or elected, shall continue as a Director unless he declines to do so. A retiring Director shall retain office until the dissolution of the meeting at which his successor is elected. The immediate past President, unless unavailable, shall continue on as Director of the Board until he resigns or is replaced.

4) The Society at every general meeting and subject to contested elections, shall fill all Director vacancies by electing a like number of persons to be Directors, or in case any change in the number of Directors is made at any meeting by electing the number of persons to be Directors as may be fixed by such meeting.

5) The Board shall, subject to the by-laws or directions given them by majority vote at any meeting properly called and constituted, have full control and management of the business and affairs of the Society, and meetings of the Board shall be held as often as business of the Society shall require, and at least once every three months, and shall be called by the President. A special meeting of the Society may be called on the instructions of any four Board members thereof provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by ten days notice in writing mailed to each member or by three days' notice by facsimile, e-mail or telephone. Any five Directors shall constitute a quorum, and provided that only ordinary and usual business is involved, meetings may be held without notice. However, any business transactions at such meetings shall be ratified at the next regular called meeting of the Board; otherwise it shall be null and void.

6) A Director may, and the Secretary or President may and shall at the request of a Director, at any time convene a meeting of Directors.

7) Questions arising at any meeting of Directors shall be decided by a majority of votes, and in case of an equality of votes, the chairman shall have a second or casting vote.

8) The officers of the Society shall consist of a President, 1st Vice-president, 2nd Vice President, Secretary and a Treasurer, or a Secretary-Treasurer and such other officers as the Directors from time to time appoint. Any one person may fill more than one of the above offices. Such persons holding such offices, besides fulfilling any duties assigned to them by the Directors, shall have such power as are usually incidental to such offices.

9) The President and Vice-presidents shall be elected by the Board amongst their number. The Secretary and the Treasurer or Secretary-Treasurer of the Society shall be appointed by the Board. The Board may appoint an Assistant Secretary, who shall be empowered to act in the absence of or under the direction of the Secretary in the performance of the duties of the Secretary. The Directors may appoint a temporary substitute for any of the above officers, who shall, for the purpose of these presents be deemed to be the officer the position of whom he occupies.

10) The Society will at all times maintain adequate continuing Directors Errors and Omissions Liability Insurance for each Director to protect them against personal liability. It shall be the responsibility of the President and the Treasurer to ensure that this policy be kept current.

11) Any Director upon two-thirds vote of the Board of Directors of the Society may be expelled from the Board for any cause, which the Board of Directors deems reasonable.


ARTICLE III - Duties of Officers

1) President
The President shall be ex-officio a member of all Committees. He shall, when present, preside at all meetings of the Board. In his absence the First Vice-President, and failing him, the Second Vice-President, shall preside at any such meetings, and in their absence, a chairman may be elected by the meeting to preside thereat.

2) Secretary
It shall be the duty of the Secretary to attend all meetings of the Board, and to keep accurate minutes of the same. He shall have charge of the Seal of the Society which seal whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of one of them, in combination with the First Vice-president. In case of the absence of the Secretary, his duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the Society and be under the direction of the President and the Board.

3) Treasurer
The Treasurer shall receive all monies paid to the Society and shall be responsible for the deposit of same in such Bank as the Board may order. He shall properly account for the funds of the Society and keep such books as may be directed. He shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited as hereinafter set forth of the financial position of the Society and submit a copy of same to the Secretary for the records of the Society. The office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.


ARTICLE IV - Annual Dues

1) The Board of Directors shall determine the expenditures of the Society for the next succeeding year and ways and means of meeting such expenditures. The Board of Directors shall strike the tentative annual dues to be assessed against the individual members of the Society. The report as and when approved by the Directors shall be submitted by the President to the annual general meeting of the Society after the election of the Directors for the next ensuing year and the annual dues as and when approved by such meeting shall be authorized dues for the next ensuing year.

2) Membership dues shall be paid direct to the Chairman of the Membership Committee who will promptly forward the funds to the Treasurer of the Society, or directly to the Treasurer and all dues shall be due and payable on the first day of January in the current year unless the Board of Directors approves an alternate schedule of rates and due dates.

3) The funds and property of the Society shall be used and dealt with for its legitimate objects only and in accordance with its by-laws.


ARTICLE V - Auditing

1) The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Society elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the immediately previous fiscal year shall be submitted by such auditor at the Annual Meeting of the Society in each year.

2) The books and records of the Society may be inspected by any member of the Society at the annual meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.


ARTICLE VI - Meetings

1) This Society shall hold an annual meeting on or before the 31st of January in each year, of which meeting due notice shall be given to all members. At this meeting and subject to contested elections, there shall be elected an appropriate number of directors to fill vacancies left by retiring directors as outlined in Article II. Directors so elected shall join continuing Directors to form a Board, and shall serve until they retire or are otherwise replaced (Article II (4)) and their successors are elected and installed. Any vacancy occurring during the year may be filled by Board Appointment unless vacancies are deemed numerous enough by the Board of Directors to warrant calling a special meeting pursuant to Article II (5). Any member in good standing shall be eligible to any office in the Society.

2) All meetings of the Society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known address of each member delivered in the mail or by electronic communication to his last known Fax, or E-mail address, eight days previous to the date of such meeting. A special meeting of the Society shall be called by the President or Secretary upon receipt by him of a petition signed by 60 members in good standing setting forth the reasons for calling such meeting.

3) Thirty (30) members in good standing shall constitute a quorum at any general or special meeting of the Society.


ARTICLE VII - Voting

Any member who has not withdrawn from membership nor been suspended nor expelled as herein provided shall have the right to vote at any meeting of the Society. Such votes must be made in person and not by proxy or otherwise.


ARTICLE VIII - Remuneration

No officer or member of the association shall receive any remuneration for his services, provided that a Director may be reimbursed for reasonable expenses incurred by the Director in the performance of the Director's duties.


ARTICLE IX - Powers of the Society

1) Borrowing
The Society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but in no case shall debentures be issued without the sanction of an special resolution of the Society.

2) Asset Disposal
In the event that the Board of Directors deems it in the best interests of the Society to divest itself, by way of sale or lease of any asset with a value in excess of $10,000.00 it must first obtain a majority vote at a Meeting pursuant to Article VII.

3) Expenditures
The Board of Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may employ and pay salaries to employees. The Board of Directors shall have the power to make expenditures for purposes of furthering the objects of the Society.

4) Indemnities To Directors And Authorized Persons
Every Director or Officer of the Society or other authorized person who has undertaken or is about to undertake any liability on behalf of the Society, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Society from and against all costs, charges and expenses which the Director, Officer or other authorized person sustains or incurs in or about or in relation to or arising out of the affairs of the Society, except where same are occasioned through willful neglect or misconduct.


ARTICLE X - Committees

The Directors may from time to time appoint such committees from among their number as may be deemed necessary to further the purposes of the Society. The Directors shall have power to delegate to the committees appointed by it such duties or functions as in the judgment of the Board shall promote the general welfare of the Society. A standing committee shall maintain the authority delegated to such committee until it is dissolved or replaced by the Directors. All such committees shall report to the Directors and no committee shall have authority to bind the Society. A Chairman shall by appointed for each committee who shall assume the responsibilities of the Society President for this committee. The Chairman shall appoint a Secretary and Treasurer for each committee and will be responsible for forwarding all funds and committee records promptly to the Society Secretary and Treasurer for record keeping and accounting. The Society President is considered an ex-officio on each committee as he desires.


ARTICLE XI - Amendment of By-Laws

The By-Laws may be rescinded, altered, or added to by a "Special Resolution" passed by a majority in person at a general meeting of which 30 day's written notice specifying the intention to propose the resolution as a special resolution has been duly given.


ARTICLE XII - Head Office

The head office of the Society shall be situated at the City of Edmonton, in the Province of Alberta.