EDMONTON OILFIELD TECHNICAL SOCIETY
Replacement Bylaws - 2014
- The membership of the Society shall consist of the regular and honorary members in good standing of the Society. Each member is entitled to vote and to be nominated and elected to the board of directors. Memberships are not transferable.
- 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.
- 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 and Wall of Honor inductees 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.
- Any member wishing to withdraw from membership may do so upon notice in writing to the Board through the Secretary. If any member is in arrears for fees or assessments for any year such member shall be automatically suspended at the expiration of two (2) 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.
Board of Directors
- "Board of Directors", "Executive Committee", or "Board", shall mean "Board of Directors of the Society".
- 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 ten (10) days before the Annual General Meeting. 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.
- Each elected Director shall serve a term that ends at the close of the third Annual General Meeting following the Annual General Meeting at which they were elected. Voting members may re-elect any Director for another consecutive term.
- The Society at every Annual 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.
- The Board shall, subject to the by-laws or directions given them by a 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 (4) 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 (10) days notice in writing mailed to each member or by three days' notice by facsimile, e-mail or telephone. Any five (5) 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.
- 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.
- 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.
- 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. Other than the Secretary-Treasurer office, no 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. The officers of the Society shall not be persons related to each other, or with the same residential address and/or the same residential phone number.
- The President and Vice-presidents shall be elected by the Board from amongst their number of elected Directors. 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.
- 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.
- Any Director may resign from office by giving notice in writing. The resignation takes effect on the date the Board accepts the resignation.
- 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.
- Any member, with the concurrence of 75% of the members voting at a special meeting, may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the officer in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the member for such expulsion.
Duties of Officers
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.
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.
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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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 directors who have completed their three (3) year term or have resigned as outlined in Article II. Directors so elected shall join continuing Directors to form a Board, and shall serve until they have completed their three (3) year term or have resigned or are otherwise replaced 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.
- All meetings (general and special) 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 sixty (60) members in good standing setting forth the reasons for calling such meeting.
- Thirty (30) members in good standing shall constitute a quorum at any general or special meeting of the Society.
- 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.
- 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.
Powers of the Society
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 a special resolution of the Society.
- 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.
In the event that the Board of Directors and the membership deems it in the best interests of the Society to dissolve the Society, any assets remaining after paying debts and liabilities are to be:
- disbursed to eligible charitable or religious groups or purposes; or
- transferred in trust to a municipality until such time as the assets can be transferred from the municipality to a charitable or religious group or purpose approved by the Board
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.
- 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.
- 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 be 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.
Amendment of By-Laws
- The By-Laws may be rescinded, altered, or added to by a "Special Resolution" passed by a majority of not less than75% of members at a general meeting of which thirty (30) day’s written notice specifying the intention to propose the resolution as a special resolution has been duly given.
The head office of the Society shall be situated at the City of Edmonton, in the Province of Alberta.