ASSOCIATION OF WELL
HEAD POST OFFICE BOX 1166 · BELLAIRE, TEXAS 77402 |
|||||||||||||||||||
|
AWHEM Information
BY LAWSRevised December 5, 2005
A Non-Profit Corporation incorporated in the State of Texas 1941, operating under Restated Articles of Incorporation, dated January 24, 1961, Charter Number 80721
ARTICLE I
MEMBERSHIP
Section 1. Eligibility
for Membership. Any
corporation, firm or individual, owning and
operating manufacturing facilities, and who:
a)
As an Applicant is and has been
a manufacturer of Wellhead or Surface/Subsurface control equipment in
the finished condition for at least
two years immediately prior to making application for membership
in the Association.
b)
As a Member of the Association
continues as a manufacturer of Wellhead or Surface/Subsurface control
equipment.
An Applicant or a Member is considered to be a manufacturer only if qualified personnel and facilities are available to design, machine, inspect, assemble and test products to the specifications covering Wellhead or Surface/Subsurface control equipment.
An Applicant or a Member engaged only in the repair, assembly and
testing of previously manufactured equipment is not to be considered to
be a manufacturer of Wellhead or Surface/Subsurface control equipment.
Section 2. Application for Membership. Application for membership in the Association shall be in writing on a form approved by the Board of Directors of the Association and supplied by the Association. Each application shall contain an agreement by the Member to abide by the bylaws of the Association. All applications for membership shall be approved by an affirmative vote of at least two-thirds of all the Directors of the Association who are present at the meeting. Approval may also be given by two-thirds of all the Directors of the Association by letter ballot.
Section 3. Responsibility
of Membership.
a)
Dues. For the
financial support of the Association, Members shall pay to the
Association an amount not to exceed $1200.00 per year.
Dues shall be paid quarterly, as soon as invoiced, at the
beginning of the first month of the quarter.
b) Attendance and Participation. For the support of the activities of the Association, Members shall be conscientious in attendance of and participation in the business activities of the Association.
b)
Ethics. Membership
in the Association shall not be used for the promotion or sale of the
products being manufactured.
Section 4.
Representatives.
Each Member is entitled to three (3) representatives to the
Association. Each Member
shall designate its representatives to the Association at the beginning
of each calendar year by completing and returning, by January 15, a
Roster Information Request furnished by the Association to each Member
under date of January 1. Representatives
shall serve without compensation from the Association but shall be
entitled to reimbursement for necessary expenses incurred in the
discharge of any special duties for the Association, provided such
reimbursement is authorized by the Board of Directors.
Section 5.
Resignation. Any
Member of the Association may, subject to acceptance by the Board of
Directors of the Association, resign.
Section 6.
Expulsion. Any Member may be expelled for cause from membership in
the Association, at any meeting of the Directors, based on a two-thirds
affirmative vote of all Directors who are present at the meeting. No vote on expulsion may be taken unless written notice shall
have been given by registered or certified mail to the member proposed
to be expelled, not less than fifteen (15) days prior to the date set
for said meeting, which notice shall advise the member of the time and
place of the meeting and of the reason for which expulsion is proposed.
Violation of Section 1, paragraph b, or Section 3 of this article
shall be cause for expulsion. Like
notice shall be given to all Directors of the Association.
It shall be the privilege of the member proposed to be expelled,
to appear, either in person or represented by a member selected by him,
and be heard by the Directors before any final vote shall be taken on
the question of expulsion.
ARTICLE
II
MEMBERSHIP
REPRESENTATION IN THE ASSOCIATION
Section 1.
Director. Each member company shall designate one (1) of its
three (3) representatives as a Director and appoint him to the Board of
Directors of the Association.
To assure decisions and acceptance of obligations, the services
of general managers, vice-presidents and other key executives
as Directors are solicited.
Section 2.
Representatives.
In the absence of the Director, one (1) of the two (2) remaining
representatives of a member company may serve as Alternate in his place.
Section 3.
Committee and Task Group Representative.
Standardization and Special Committee or Task Group
representative or alternate may be either the Director, Representative
or other employee of the member company who is familiar with the work to
be performed. The services
of the chief engineer, senior engineer or product engineer as a company
representative are solicited.
ARTICLE
III
BOARD
OF DIRECTORS
Section 1.
Number and Term of Office.
The business and property of the Association shall be managed and
controlled by the Board of Directors and, subject to the restrictions
imposed by law, by the Articles of Incorporation, or by these Bylaws,
the Directors may exercise all of the powers of the Association.
For the purpose of conducting business, it is understood that each member
company shall have one voting representative who shall hereafter be
referred to as a “Director”.
However, for the purpose of amending these bylaws, a parent
entity or corporation having more than one Director shall be limited to
a single vote.
Each Director shall hold
office for a period of one (1) year or until his successor shall have
been designated by the member company.
Any vacancy occurring in
the Board of Directors, by reason of resignation, death, physical or
mental disability, may be filled by the designation of a replacement
Director by the member company having the vacancy.
Section 2.
Duties of the Board of Directors.
The Board of Directors shall establish policy and control the
disbursement of funds of the Association.
No disbursements shall be made without prior authorization of the
Board of Directors. The
Board of Directors shall provide for an annual audit and a report of the
financial condition of the Association to be made at the close of each
fiscal year, and may provide for such additional audits at other times
as may seem desirable. This
report, set forth as the Annual Financial Report, shall be available to
the Directors by January 15, and shall cover the period from January 1
to December 31 of the preceding fiscal year.
The formal written report shall be mailed to all Directors with
the first quarter meeting notice.
ARTICLE
IV
MEETINGS OF THE DIRECTORS OF THE ASSOCIATION
Section 1.
Annual and Regular Meetings.
The Annual Meeting of the Directors shall be held in the city of
Houston, Texas, on the Section 2.
Annual and Regular Meeting Notice.
Written or printed notice stating the place, date and hour, shall
be delivered not less than fifteen (15) nor more than fifty (50) days
before the date of the meeting, either personally or by mail, by the
direction of the President, or the Secretary/Treasurer, to each
Director.
Similarly, a meeting
notice shall be provided to all member representatives and Special
(Standardization) Committee and Task Group representatives to permit
their participation in the activities of the Association, other than the
Directors’ meeting, held at the same place and day of the Directors’
meeting.
Section 3.
Special Meetings.
Special meetings of the Board of Directors shall be held whenever
called by the President or by the Secretary/Treasurer on the written
request of any three (3) Directors, addressed to the Secretary/Treasurer
and giving the date, time, place and object of such a meeting.
The Secretary/Treasurer
shall give written notice setting forth the place, day, hour and object
or business of each special meeting in person, or by mail or telegraph,
at least two (2) days before the meeting, to each Director.
Only the object or business set forth in the notice may be
transacted at a special meeting. At
any meeting at which every Director shall be present, even though
without notice, any business may be transacted.
Section 4.
Quorum. Except as may otherwise be required by law, the
Articles of Incorporation or the Bylaws, a majority of all the Directors
of the Association, present either in person or by proxy, shall
constitute a quorum for the transaction of business at any annual,
regular or special meeting. The
act of a majority of the total Directors of the Association at any
meeting at which a quorum is present shall constitute an act of the
Board of Directors unless the vote of a greater number is required by
law, the Articles of Incorporation or the Bylaws.
A majority of the Directors present at any meeting, though less
than a quorum, may adjourn the meeting and any business may be
transacted at the adjournment that could be transacted at the original
meeting. No notice of
adjournment, other than announcement at the meeting, need be given.
Section 5.
Officers and Order of Business.
At all meetings of the Board of Directors, the President shall
preside, and in the absence of the President, the Vice President shall
preside. If both the
President and the Vice President are absent, a chairman shall be chosen
by the Board from among the Directors present.
The Secretary/Treasurer of the Association shall act as Secretary
of all meetings of the Board of Directors, but in the absence of the
Secretary/Treasurer, the presiding officer may appoint any person to act
as secretary of the meeting.
At all meetings of the Board of Directors, the order of business shall be as follows: a) Roll call b) Proof of proper notice of meeting c) Approval of the minutes of the previous meeting d) Reports of officers, including financial reports e) Report of special committees f) Reports of standing committees g) New business h) Election of officers, at annual meeting
i)
Adjournment
Section 6.
Compensation. Directors
as such shall not receive any salary or compensation for their services
to the Association.
ARTICLE V
OFFICERS
Section 1. Officers.
The officers of this Association shall be President, Vice
President and Secretary/Treasurer. These shall be elected by the Directors from their own number
or their Alternates. The
election of officers will be the last order of business at the annual
meeting of the Board of Directors, and officers elected will assume the
duties of their respective offices at the beginning of the next fiscal
year. Officers shall serve for one year, or until their successors
are elected, and may be re-elected.
Elections shall be by voice vote in the absence of the candidates
being elected.
For the purpose of selecting candidates for officers of the
Association, the President of the Board of Directors shall, at the
meeting immediately prior to the annual meeting, appoint a Nominating
Committee, subject to the approval of the Board of Directors, consisting
of three (3) Directors not currently holding office, one of whom shall
be designated as Chairman. The
Nominating Committee shall submit names of the chosen candidates for the
various offices at the annual meeting prior to the election of officers.
Additional nominations may be made from the floor.
Section 2. President.
The President of the Association shall preside at all meetings of
the Board of Directors. Subject to approval by the Board of Directors, he shall have
charge of the business of the Association.
He shall keep the Board of Directors fully informed and shall
consult them freely concerning the business of the Association in his
charge. He shall have such
other powers and perform such other duties as may from time to time be
assigned to him by the Board of Directors.
Section 3. Vice
President. The
Vice President shall, in the absence or incapacity of the President,
perform the duties of that officer, and shall have such other powers and
perform such other duties as may from time to time be assigned to him by
the Board of Directors.
Section 4. Secretary/Treasurer.
The Secretary/Treasurer shall have the care and custody of all
the funds and securities of this Association and deposit same in the
name of the Association in such bank as the Directors may designate.
He shall submit a report of the financial condition of the
Association at each annual meeting of the Board of Directors.
He shall sign all checks and other legal instruments of the
Association and checks shall be countersigned by the Executive
Secretary. The
Secretary/Treasurer and the Executive Secretary shall each be required
to give bond, conditioned, and in such sum as the Board of Directors may
require, the Association to bear the cost of such bonds.
The Secretary/Treasurer shall have the authority to delegate some
of his duties and responsibilities to the Executive Secretary.
Books and financial records of the Association shall be subject
to inspection by any director at the office of the Association during
business hours of any business day.
Section 5. Vacancies.
In case of a vacancy in any of the above offices, through death,
resignation, disqualification or other cause, the vacancy thereby
created shall be filled by a majority vote of the Board of Directors
unless otherwise provided in these Bylaws. Pending a meeting of the Board of Directors, the President is
authorized to fill the vacancy temporarily by appointment.
Section 6. Removal.
Any officer of the Association may be removed from office at any
meeting of the Directors, effective immediately, by a two-thirds
majority vote of the Directors attending such a meeting, provided a copy
of the proposal or proposals for removal shall have been mailed to each
Director, together with the notice of the meeting at which said
proposals are to be submitted, at least thirty (30) days prior to the
date of such meeting.
ARTICLE VI
EMPLOYEES
Section 1. Executive
Secretary. The
Board of Directors is empowered to either employ or to retain the
services of a person or professional, on a fee basis, to perform the
duties of an Executive Secretary and such other employees as are, or may
become, necessary to carry on the business of the Association, and to
fix their compensation and to prescribe their duties.
All employees, or retained persons providing a service, shall be
under the direction and supervision of the Board of Directors and no
such person shall be affiliated or employed by any member of the
Association.
ARTICLE
VII
INDEMNIFICATION
OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Indemnification.
The Association shall indemnify any director, officer or employee
of the Association, or former Directors, officers or employees of the
Association, to the extent of its treasury funds, for expenses and costs
(including attorney’s fees) actually and necessarily incurred by such
director, officer or employee in connection with any claim asserted
against him by action in any court or otherwise, by reason of his being
or having been such director, officer or employee, except as to matters
which he shall have been
guilty of negligence or misconduct in respect to the matters in which
indemnity is sought.
ARTICLE
VIII
SPECIAL
ASSESSME
NTS
Section 1. Approval.
Special assessments of the Member Companies may be levied with
the approval of two-thirds of all the members in attendance at any
annual, regular or special meeting.
Section 2. Notice.
Written notice of the terms, conditions and purposes of such
special assessments shall be included in the written notice of the
meeting of the Board of Directors at which such proposal is to be
considered.
ARTICLE IX
MISCELLANEOUS
PROVISIONS
Section 1. Association
Assets. The
interest in the funds, investments and other assets of the Association
of each Member Company whose membership shall terminate for any reason
except through the dissolution of the Association shall immediately
cease, and such Member Company and the representatives of such Member
Company shall have no claim against the Association, or against any
other member company or their representatives.
Upon the dissolution of the Association, the funds, investments
and other assets of the Association shall be divided among the member
companies of the Association at the time in the same ratio as their
contributions, including dues, averaged over the five preceding years.
Section 2. Seal.
The Board of Directors shall provide a suitable seal which shall
be in the form of a circle and shall bear the name of the Association,
the year of its incorporation, and the words, “Corporate Seal, Texas”.
Section 3. Notice
and Waiver of Notice. Whenever
any notice is required to be given under the provision of these Bylaws,
said notice shall be deemed to be sufficient if given by depositing the
same in a post office box in a sealed postpaid wrapper addressed to the
person entitled thereto at his post office address as it appears on the
books of the Association, and such notice shall be deemed to have been
given on the day of such mailing. A waiver of notice signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
Section 4. Special
Committees and Task Groups.
Special committees and task groups, appointed by the Board of
Directors, shall not be limited in membership to the regularly appointed
representatives of the member companies of the Association.
If deemed advisable by the Board, other employees of the member
companies may serve on committees or task groups.
For the purpose of voting at any meeting of such committees and
task groups, the members shall be entitled to one vote each, cast by the
employee appointed to serve on the committee or by duly appointed proxy.
Where a standing committee exists, a chairman shall be appointed
by the President, subject to the approval of the Board of Directors.
Section 5. Letter Ballots. Letter Ballots, when authorized, will be approved on two-thirds affirmative vote of the members voting.
ARTICLE X
AMENDMENTS
Section 1. Amendments. Bylaws of the Association may be altered, amended or repealed by a two-thirds affirmative vote of the Directors in attendance, subject to the provision of ARTICLE III, Section 1, at any annual, regular or special meeting, provided written notice of such proposed alteration, amendment or repeal is included in the notice of such meeting.
AWHEM
EXECUTIVE SECRETARY,
|
||||||||||||||||||
|
This page was last updated on December 05, 2005 Questions or Comments? Send e-mail to webmaster@awhem.org |