BY LAWS

 Revised  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 first  second Tuesday in December of each year, in the afternoon, if not a legal holiday, then 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, which meetings may be held either in California, the North Texas-Oklahoma area, Houston, Texas, or elsewhere as scheduled by the Board of Directors.   In the absence of a Director, an Alternate may attend in his place and exercise all the rights and obligations of the Director.  

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.