BY LAWS

 Revised March 10, 2009

 

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

MISSION STATEMENT

The mission of the Association of Well Head Equipment Manufacturers is to proactively influence value-added standardization of well head and related equipment in a positive, professional manner and to serve as technical consultants to national and international standards bodies.

ARTICLE II

DEFINITIONS

For the purposes of this document, the following definitions apply:

Association - The Association of Well Head Equipment Manufacturers (AWHEM), comprised of its dues-paying company members.

Board of Directors - Composed of the AWHEM Directors from the member companies.

Company - A legally defined entity; refers to a parent company and its wholly owned subsidiaries and/or affiliates, including a "doing business as" organization.

Director - member named representative authorized to vote on AWHEM matters on behalf of the member

Fiscal year - January 1 to December 31 in any year

Manufacturer - corporation, company, organization, or individual possessing demonstrated capability for design, machining, inspection, assembly, and test of products to the specifications covering Wellhead, Surface/Subsurface well control equipment, or associated equipment.

Member - dues paying company

Quorum - simple majority or greater of all the Directors of the Association

Wellhead, Surface/Subsurface well control equipment, or associated equipment - all equipment used within, below, or joined to the wellhead to contain, retain, or control well pressure

ARTICLE III

MEMBERSHIP

Section 1. Eligibility for Membership. Any corporation, company, organization, or individual, owning and/or operating manufacturing facilities, and who, as an Applicant, is and has been a manufacturer of Wellhead, Surface/Subsurface well control equipment, or associated equipment in the finished condition for at least two years immediately prior to making application for membership in the Association. A company shall be limited to one membership.

Section 2. Application for Membership. Application for membership in the Association shall be on a form approved by the Directors of the Association and supplied by the Association. Acceptance for membership shall be in accordance with Article VI, Section 4.

Section 3. Responsibility of Membership.

a) Dues. For the financial support of the Association, Members shall pay dues as established by the Association. Dues shall be invoiced on a quarterly basis and shall be paid within 60 days of receipt. Payment of dues on an annual basis may be arranged with the Executive Secretary.

b) Attendance. For the support of the activities of the Association, Members shall be conscientious in attending Directors' meetings and in the business activities of the Association. Members may be expelled per Section 5 below.

c) Ethics. Membership in the Association shall not be represented as an AWHEM endorsement of any product or company. Members shall not promote or denigrate a specific manufacturer's company or product at Association meetings or in Association correspondence. The Association will comply fully with antitrust laws of the United States and the antitrust and competition laws of other jurisdictions where the Association does business, including the European Union.

d) Continuity. A Member of the Association shall continue as a manufacturer of Wellhead, Surface/Subsurface well control equipment, or associated equipment.

e) Participation. A Member of the Association shall proactively influence value-added standardization of wellhead and related equipment in a positive, professional manner and to serve as technical consultants to national and international standards bodies.

Section 4. Resignation. Any Member of the Association may resign by notifying the Executive Secretary in writing. All outstanding dues or invoices shall be paid upon submission of resignation; any dues paid in advance will be refunded by the Association.

Section 5. Expulsion. Any Member may be expelled for violation of these Bylaws or failing to meet the requirements of membership in Section 1 above. Expulsion requires:
(1) Review of the reason for expulsion by the Officers,
(2) Preparation and delivery via certified mail of a written notice to the member proposed to be expelled, not less than fifteen (15) days prior to the date set for the next Directors' meeting, which notice shall advise the member of the time and place of the meeting and of the reason for which expulsion is proposed,
(3) Delivery of the written notice in (2) to all Directors not less than fifteen (15) days prior to the next Directors' meeting,
(4) Provision of opportunity for the member proposed to be expelled, to appear, either in person or represented by a member selected by them, and be heard by the Directors before any final vote is taken,
(5) Vote of Directors to confirm expulsion per Article VI, Section 4.

Section 6. Mergers and Acquisitions. Upon merger of two member companies or acquisition of one member company by another, one membership shall be forfeited and any dues paid in advance refunded by the Association.

ARTICLE IV

MEMBERSHIP REPRESENTATION

Section 1. Representatives. Each Member is entitled to one Director and two alternate Association representatives. Each Member shall designate its representatives to the Association. 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 Directors.

Section 2. Director. Each member company shall designate one (1) of its three (3) allowable representatives as a Director. To assure decisions and acceptance of obligations, the services of general managers, vice-presidents and other key executives of the member companies as Directors are solicited. In the absence of the Director, one (1) of the two (2) remaining representatives of a member company may serve as Director in their place and vote on all matters as shall come before the meeting.

Section 3. Committee and Task Group Representative. Members of Committees or Task Groups may be either the Director, Alternate or other employee of the member company who is knowledgeable in the work to be performed.

ARTICLE V

DIRECTORS

Section 1. Number and Term of Office. The business and property of the Association shall be managed and controlled by the Directors and, subject to the restrictions imposed by law, the Articles of Incorporation, or by these Bylaws.

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".

Each Director shall hold office until their resignation or their successor is designated by the member company. Any Director vacancy shall be filled by the designation of a replacement Director by the member company having the vacancy.

Section 2. Duties of the Directors. The Directors shall establish policy and control the disbursement of funds of the Association. No disbursements shall be made without prior authorization of the Directors. The 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 at the March meeting of the following year and shall cover the period from January 1 to December 31 of the preceding fiscal year. The formal written report shall be provided to all Directors with the first quarter meeting minutes.

ARTICLE VI

DIRECTORS MEETINGS

Section 1. Annual and Regular Meetings. The Annual Meeting of the Directors shall be held in the city of Houston, Texas, on the second Tuesday in December of each year. If the second Tuesday is a legal holiday, then the meeting shall be held on the next succeeding day that is not a holiday. Any business may be transacted at an annual meeting, except as may otherwise be provided by law or by these Bylaws. In addition to the annual meeting, regular quarterly meetings of the Directors shall be held in each calendar quarter of each year. Such meetings may be held in Houston, Texas, or elsewhere as determined and scheduled by the Directors. Employees/associates of member companies, other than the designated representatives, may attend meetings at the invitation/discretion of the member's Director.

Section 2. Annual and Regular Meeting Notice. Written or printed notice to each Director and Alternate stating the place, date and hour, shall be delivered not less than fifteen (15) nor more than fifty (50) days before the date of each meeting, either personally or by mail/email, by the direction of the President, or the Secretary/Treasurer.

Section 3. Special Meetings. Special meetings of the Directors shall be held whenever called by the President, Vice President, or Secretary/Treasurer or 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 to all Directors and Alternates setting forth the place, day, hour and object or business of each special meeting in person, or by mail or electronic means, at least two (2) days before the meeting. 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. For the following actions, a quorum of Directors shall vote, and at least a 2/3 affirmative vote of those voting is required:

For business other than that listed above, the acts of a simple majority of the Directors of the Association present at any meeting, for which proper notice has been given per Section 1 or 2 above, shall constitute an act of the Board of Directors.

Section 5. Voting. Each member company shall receive one vote whether by vote at meetings or letter ballot. Letter ballots are sent to the Director of the member company, and they are responsible for submitting the vote on behalf of their company within the assigned ballot period. If more than one company representative is present at a meeting, there shall only be one company vote on any action of the Directors.

Section 6. Officers and Order of Business. At all meetings of the 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 from the Directors present. The Secretary/Treasurer of the Association shall act as Secretary of all meetings of the Directors, but in the absence of the Secretary/Treasurer, the presiding officer may appoint any person to act as secretary of the meeting. Minutes of the meeting shall be kept and posted on the member's portion of the AWHEM website after approval.

At all regular scheduled meetings of the Directors, the items of business shall be as follows:

Section 7. Compensation. Directors as such shall not receive any salary or compensation for their services to the Association.

ARTICLE VII

OFFICERS

Section 1. Officers. The officers of the Association shall be President, Vice President and Secretary/Treasurer and shall be elected by the Directors. The election of officers will be part of the order of business at an annual meeting of the Directors, and officers elected will assume the duties of their respective offices at the start 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 Association shall, at the meeting immediately prior to the annual meeting, appoint a Nominating Committee, subject to the approval of the 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 Directors and shall have charge of the business of the Association. The President shall keep the Directors fully informed and shall consult them freely concerning the business of the Association. He shall have such other powers and perform such other duties as may from time to time be assigned by the 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 by the President or the 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. The incoming Secretary/Treasurer shall audit the report of the financial condition of the Association of the previous fiscal year after the annual meeting of the Directors and it shall be presented at the next meeting of the Directors. Books and financial records of the Association shall be available for inspection by any director by appointment at the office of the Association during business hours of any business day. .

The Secretary/Treasurer shall sign all legal instruments of the Association. The Secretary/Treasure may delegate the signing of checks and other responsibilities to the Executive Secretary, not including the annual financial audit.

Checks made payable to the Executive Secretary shall be signed by an officer of the Association.

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 Directors unless otherwise provided in these Bylaws. Pending a meeting of the 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 VIII

EMPLOYEES/CONTRACTORS

Section 1. Executive Secretary. The Directors are empowered to either employ or to retain on a fee basis the services of persons to perform the duties of 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. A written record of the duties is required. All employees, or retained persons providing a service, shall be under the direction and supervision of the Directors and no such person shall be affiliated or employed by any member of the Association. A description of the duties/responsibilities of the Executive Secretary is contained in Annex A.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1. Indemnification. The Association shall indemnify any director, officer or employee/contractor of the Association, or former Directors, officers or employees/contractors 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/contractor in connection with any claim asserted against them by action in any court or otherwise, by reason of their being or having been such director, officer or employee/contractor, except as to matters which they shall have been guilty of negligence or misconduct in respect to the matters in which indemnity is sought.

ARTICLE X

SPECIAL ASSESSMENTS

Section 1. Approval. Special assessments of the Member Companies may be levied with a vote of the Directors per Article VI, Section 4.

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 Directors at which such proposal shall be considered and included in the information provided with the letter ballot.

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 1. Association Assets. The Member Company's ownership 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 then member companies of the Association at the time in the same ratio as their total dues payments over the preceding five years. In no case shall the funds distribution exceed the amount of dues paid and any dues paid in advance shall be refunded prior to the dissolution calculation.

Section 2. Seal. The 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". A copy of the seal appears in Annex B, Figure 1.

Section 3. Logo. The Directors shall provide an AWHEM logo in the form as provided in Annex B, Figure 2. If a Member Company desires to use the AWHEM logo to distinguish themselves as a Member Company on correspondence or other documentation, they may use the form in Annex B, Figure 3.

Section 4. Notice and Waiver of Notice. Whenever any expulsion 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 their 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 5. Standing Committees.
a) North Sea Committee - The North Sea Committee of AWHEM is comprised of companies who meet the membership requirements of AWHEM as detailed in Article III, Section 1. Membership rights and responsibilities shall be limited to the North Sea Committee. Any funds collected by the North Sea Committee are managed by the North Sea Committee officers as required, are not managed by AWHEM Board of Directors or Officers, and are not considered assets of the Association. The North Sea Committee chairman and officers are determined by the committee and are not supervised by the Directors of the Association. Any publications of the North Sea Committee as AWHEM documents shall be reviewed and approved by the Directors of the Association prior to publication. Meeting notices and minutes of the North Sea Committee meeting shall be provided to the Executive Secretary of the Association.

b) Other Standing Committees - Other standing committees may be established at the discretion of the Directors of the Association.

Section 6. Special Committees and Task Groups. Special committees and task groups, appointed by the Directors, shall not be limited in membership to the regularly appointed representatives of the member companies of the Association. Further, other non-member company experts may be allowed to serve on special committees or task groups upon request and at the discretion of the Officers of the Association. Such individuals do not have voting privileges at such meetings. For the purpose of voting at any meeting of such committees and task groups, the members of the committee shall be entitled to one vote for each company member, cast by the employee appointed to serve on the committee or by a duly appointed proxy.

Additionally, meeting notices of all AWHEM task groups and special committees shall be provided to the members of those task groups or special committees by their respective chairman.

Section 7. AWHEM representation and liaisons.
a) Industry representation: For industry support AWHEM shall nominate one Director or Alternate to provide representation on the API Executive Committee for Standardization (ECS) and the US Technical Advisory Group for ISO Technical Committee 67. The appointed Director(s) shall act to represent the best interests of the AWHEM membership and when required shall present relevant issues to the Board of Directors for consideration, action, or gather feedback for presentation to the ECS.

b) API/ISO liaisons: AWHEM maintains interest in various API/ISO task/workgroups developing international standards. Interested Directors or Alternates may volunteer to attend and report on the activities of the task/workgroup. Reports shall be delivered at the regular meetings of the Association and documented in the minutes of the meeting.

Annex A

Executive Secretary

The duties of the Executive Secretary are as follows:

Annex B

Corporate Seal and Logos

Figure 1
Corporate Seal

Figure 2
Corporate Logo

Figure 3
Corporate Logo with Member designation