September 14, 2011
By-Laws of the Oklahoma Gas Association
Revised September, 2011
Title and Objective
Section 1. This Association is organized in the state of Oklahoma as the Oklahoma Gas Association. It legally operates under the name Oklahoma Gas Association as not-for-profit organization. When the word “Association” is used in these by-laws, it shall mean Oklahoma Gas Association.
Section 2. The purpose of the Association shall be to promote the natural gas industry within the state of Oklahoma by:
(1) Conducting meetings and conferences for the purpose of enhancing the knowledge of industry personnel to better promote the safe and beneficial use of natural gas;
(2) Holding forums for members and other interested participants to effectively interact with regulatory personnel and legislative leaders regarding rules and regulations, active and proposed, that affect the natural gas industry;
(3) Developing opportunities for members to network and improve relationships for mutual benefit;
(4) Serving to connect natural gas industry subject matter experts with affected parties in the community;
(5) Sponsoring an annual scholarship for a deserving engineering student interested in the oil and natural gas industry; and,
(6) Conducting the affairs of the Association in such a manner as to foster cooperation between industry and government bodies through better understanding of their activities, needs, and challenges.
Section 3: The Oklahoma Gas Association shall operate primarily within the State of Oklahoma and other energy producing states with a common interest.
The Association shall have six (6) classes of members: Associate, Distribution, Municipal, PGT, Individual and Special.
Section 1. Associate Members shall be persons, firms, companies or corporations actively engaged in the manufacture or fabrication of appliances, supplies or equipment for the gas industry; the sale or distribution of same; or persons, firms, companies, or corporations that furnish professional services or contract services to the gas industry.
Section 2. Distribution Members shall be persons, firms, companies, or corporations actively engaged in the distribution or delivery of natural gas by means of pipeline systems.
Section 3. Municipal Members shall be gas distributors or delivery systems owned and/or operated by local governments (municipal or county), special trusts or authorities, or master meters.
Section 4. PGT Members shall be persons, firms, companies or corporations actively engaged in the Production, Gathering and/or Transmission of natural gas.
Section 5. Individual Members shall be individuals, active or retired, engaged in activities related to the gas industry, whose business, if applicable, is ineligible for any other class of membership.
Section 6. Special Membership is to be awarded by action of the Board of Directors on a limited basis to qualified individuals. This category will include, but not be limited to:
- Persons who have made outstanding contributions to the Association and/or the natural gas industry;
- Representatives from affiliated associations who have reciprocal membership agreements.
- Representatives from governmental agencies regulating the natural gas industry.
The Management of the Association is defined as follows:
Section 1. The Association shall be managed by a Board of Directors consisting of eleven (11) Directors, of which six (6) shall constitute a quorum. The makeup of the Board of Directors may vary with respect to membership classification; however, each of the four membership classes ( Distribution, Municipal, PGT, and Associate) must be represented by at least one director. The Associate membership shall be limited to a maximum of four (4) directors at any time. Members of the Board of Directors shall be elected in accordance with Article XVI.
Section 2. The Officers of the Association shall be Chairman, Vice Chairman, Secretary and Treasurer, all of whom shall be elected by the Board of Directors during the annual meeting of the Association. They shall have the duties and powers normally assigned to and performed by Officers of a not-for-profit organization and such other duties as may be prescribed by these by-laws.
The Board of Directors may, at their discretion, combine the offices of Secretary and Treasurer. Elected Officers and Directors shall serve until their successor is elected and qualified or until earlier retirement or removal.
All of the eleven (11) Board Members shall be elected for a term of three (3) years. In the event of the resignation of a Director or Officer, or of his inability to serve, his office shall be declared vacant and the Board of Directors shall assign a replacement to serve for the remainder of the term of the position vacated. These individuals shall represent the voting members at all meetings of the Board of Directors. Individual and Special Members are not represented on the Board of Directors by virtue of their membership classification.
Section 3. The Officers of the Association, being members of the Board of Directors, shall constitute the Executive Committee, which shall have and exercise the authority of the Association between the meetings of the Board. The Executive Committee shall report its activities to the Board at its next regular meeting.
Section 4. The fiscal year for the Association shall be January 1 through December 31.
Employees and/or Contracted Administrator
The Board of Directors may engage such assistance on a full-time or part-time basis as may be necessary for the proper conduct of the business of the Association and shall fix compensation as appropriate. .
Section 1. An Annual Meeting of the Association shall be held each year. Special meetings may be called by the Chairman or by a majority of the Board of Directors. Special meetings may also be called by the voting Members as provided in Section 3 of this Article.
Section 2. The time and place of Association meetings shall be fixed by the Board of Directors. The Board of Directors shall also meet at each general meeting and at such other times and places as may be directed by the Chairman.
Section 3. Should one-third (1/3) or more of the Members desire a special meeting of the Association, and the Board of Directors refuses to call same, the Members shall have the authority to call the meeting by complying with Section 6 and 7 of this Article.
Section 4. Special meetings called by the voting Members must have a majority present to transact business. If the Chairman or Vice Chairman is not present, and if the Secretary is not present, the meeting shall elect a Chairman and a Secretary and proceed to act on the business for which it was called. No business shall be transacted at such meetings except that for which the meeting was called.
Section 5. The special meeting shall adopt a resolution clearly stating the business to be transacted, and the Chairman and Secretary of the meeting shall attest the resolution. When a copy of the signed resolution has been presented to the Chairman and the Board of Directors, it shall be recorded in the minutes of the Association and reported to the Association at its next meeting. Provided the Charter and the by-laws have been complied with, business transacted at a special meeting called by the voting Members shall have the same force and effect as business transacted at any other meetings of the Association.
Section 6. Notice of the time and place of regular and special meetings of the Association shall be given to the Members in writing or electronically delivered not less than ten (10) days before the time fixed for the meeting.
Section 7. A letter or postcard signed by the Chairman or Secretary, or by petition of one-third (1/3) of the voting Members, and mailed or electronically delivered to each voting Member’s address as shown on the Association’s records, shall constitute proper notice of a meeting. Notice of a special meeting called by voting Members shall state the purpose for which the meeting was called.
Section 8. The normal order of business for meetings shall be as follows:
- Call to order
- Determination by the presiding officer that a quorum is present
- Reading of the minutes
- Report of Treasurer
- Reports of Committees
- Old Business
- New business
Section 9. Meeting of the Association and of the Board of Directors, except for special meetings called by Members, may not transact business unless attended by a quorum of the Board of Directors. A majority of the voting Membership present or by proxy shall constitute a quorum for the transaction of business at Association meetings
except to amend the by-laws, change the dues, or levy an assessment.
Section 10. The Secretary, or other designated assignee, shall keep the minutes of all the meetings of the Association and of the Board of Directors. The minutes shall be available for inspection by delegates at all reasonable times. As soon after meetings as practicable, the Secretary shall reproduce the minutes and distribute in a format approved by the Board.
Representation and Voting of the Membership
Section 1. Each Municipal, Distribution, PGT, and Associate Member shall name one (1) employee or person to be its representative and shall so inform the Association. That individual shall represent the voting Member at all meetings and in all business affairs of the Association. A Member may change its representative at will by providing written or electronic notice to the Secretary of the Association. Each voting member shall have one (1) vote at all meetings and business affairs of the Association.
Section 2. All Association announcements shall be directed to the representatives.
Section 3. Special members and individual members do not vote by virtue of membership classification.
Section 1. Representatives are expected to attend all regular and special meetings of the Association.
Section 2. If a Representative is unable to attend a meeting, his Member company may name as proxy another person. The proxy shall have the same vote as the Representative.
Section 3. Failure of the Directors to attend at least fifty percent (50%) of the Board meetings in any one (1) year without being excused may be cause for dismissal and the vacancy filled by the Board in accordance with Article IV, Section 2.
Standing Committees may be established or retired by the Board of Directors.
Section 1. Good Faith Actions
This Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (including appeals), whether civil, criminal, administrative, or investigate (other than an action by or in the right of this Association) by reason of the fact that he is or was a director, officer, employee, or agent of this Association, against expense (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this Association, and with respect to any criminal action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Association, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Exclusion for Negligence or Misconduct. This Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, completed action or suit (including appeals) by or in the right of this Association to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of this Association, against expense (including attorney’s fee) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of this association and except that no indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to this Association unless and only to the extent that the District Court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication or liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the District Court or such other court shall deem proper.
Section 3. Fees and Expenses
To the extent that a director, officer, employee, or agent of this Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 and 2 of this Article or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith.
Section 4. Coverage Determined by Board of Directors Any indemnification under Section 1 and 2 of this Article (unless ordered by a court) shall be made by this Association only as authorized in the specific case upon a determination that indemnification of the officer, director, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 and 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of quorum consisting of directors who were not parties to such action, suit, or proceeding or (b) id such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel (who may be regular counsel to this Association but who shall not be an employee of this Association) in a written opinion, or (c) by the members.
Section 5. Advance Payment for Fees and/or Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by this Association in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case upon receipt of undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by this Association as authorized in this Article.
Section 6. Nonexclusive Remedy
The indemnification provided by this Article shall apply to acts and transactions occurring heretofore or hereafter and shall not be deemed exclusive of any other rights to which those seeking indemnification are entitled under statute, certificate or articles of incorporation, by-law, agreement, vote of the general member or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 7. Oklahoma Business Corporation Act
In furtherance, and not in limitation of the foregoing provisions of this Article, this Association shall indemnify the extent permitted by the Oklahoma Business Corporation Act, as amended from time to time.
Section 8. Insurance Coverage
This Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of this Association, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not this Association would have the power to indemnify him against such liability under provisions of this Article.
Section 1. PGT Members shall pay annual dues according to a fixed rate established by the Board. Municipal Members and Distribution Members shall pay annual dues based on the number of customer meters billed during the month of December immediately prior to the Association’s fiscal year. Integrated Distribution/PGT Members may join as separate members in both classes or shall calculate and pay dues based on the higher rate of the two schedules of either meter count or miles of pipeline. Associate and Individual Members shall be assessed annual dues. There shall be no dues for Special Members. Dues are to be set by the Board of Directors on an annual basis.
Section 2. Dues shall be due and payable within thirty (30) days of the billing. In the event the dues have not been paid within sixty (60) says of the due date, the delinquent Member shall be referred to the Board of Directors for appropriate action.
Section 1. Special assessments may, from time to time, be necessary to the Association. Special assessments shall require a three-fourth (3/4) majority vote of all Directors and the ratification of the Board’s action by a three-fourth (3/4) majority vote of all voting members.
Section 2. Referendums on special assessments may be conducted at regular or special meetings if three-fourth (3/4) of the named representatives are present. Referendums may be conducted by mail at the direction of the Board.
Section 3. When a special assessment is approved, the Board of Directors shall adopt a resolution declaring it approved, levying it against voting Members, stating the purpose for which the assessment was voted, and the time limit within which it shall be paid.
Section 4. Special assessments shall be proportional. Each voting member shall pay, as his share, a percentage of the total assessment equal to the percentage of his annual dues to the total annual dues paid by all voting members.
Section 5. In the event that the assessment has not been paid within sixty (60) days of the due date, the delinquent Member shall be referred the Board for appropriate action.
Representatives may declare regular or special meetings of the Association to be executive sessions and exclude all persons except representatives and others specifically authorized by the same resolution to remain. The Board of Directors shall have the same authority in conducting its meetings.
Officer and Duties
Section 1. The Chairman shall preside at all meetings of the Association and the Board of Directors and shall exercise general supervision and control over all affairs of the Association.
Section 2. It shall be the duty of the Chairman to appoint all standing and special committee members and a chairman for each committee.
Section 3. The incoming Chairman, at the first meeting of the Board of Directors following the beginning of the fiscal year, shall present a budget and the complete roster of committees for approval of the Board.
Section 4. Vice Chairman: In the absence of the Chairman or in the case of the Chairman’s inability to act, the Vice Chairman shall perform all the duties of the Chairman and shall assist the Chairman in all matters as requested.
Section 5. Secretary: The Secretary shall keep the minutes of all meetings of the Association and the Board of Directors and shall oversee the records of the Association.
Section 6. Treasurer: The Treasurer shall keep financial records and render a report of the financial status of the Association at the close of the fiscal year, shall make reports to the Board of Directors as requested and shall keep records and disburse funds as outlined in these by-laws.
Not less than sixty (60) days before the Annual Meeting of the Association, the Chairman of the Board of Directors shall appoint a nominating committee which shall include one representative from each of the four (4) voting classes of Members: Associate, Distribution, Municipal, and PGT. Such Nominating Committee shall present a recommended slate of Directors requiring election, to be voted upon by the Members at the Annual Meeting of the Association.
Amendment or Repeal of By-Laws
These by-laws may be amended or repealed by a three-fourth (3/4) majority vote of the voting Membership at any regular or special meeting of the Association, provided,
however, that notice of any proposed amendments shall be mailed or electronically delivered to each Member at least ten (10) days prior to the meeting at which action is to be taken.