BY – LAWS
EAST COAST OILFIELD TECHNICAL SOCIETY
ARTICLE ONE
NAME
The name of this organization shall be the East Coast Oilfield Technical Society (hereinafter referred to as the “ECOTS”).
ARTICLE TWO
PURPOSE OF OBJECTS
The objects or purposes for which this Society is formed shall be:
a) To develop and encourage an organization for the promotion of educational, social and professional aspects of those engaged in or interested in the petroleum and natural gas industries.
b) To encourage and assist in the dissemination of new ideas and techniques as it pertains to the active development for the production of petroleum and natural gas.
c) To co-ordinate the efforts and promote the interests of other branches of the society.
d) To provide for the recreation of the members of the society and to promote and afford opportunity for friendly and social activities.
e) To foster better understanding between this society and other organizations with similar objectives objects and purposes.
PROVIDED THAT nothing herein contained shall permit the Society to carry on any trade, industry or business and the Society shall be carried on without purpose or gain to any of the members and that any surplus or accretions of the Society shall be used solely for the purpose(s) of the Society and the promotion of its objectives.
PROVIDED FURTHER THAT if for any reason(s) the operations of the Society are terminated or are dissolved and there remains, at any time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada, having objectives similar to those of the Society.
ARTICLE THREE
Membership
1. The membership of the ECOTS shall consist of the following;
a) Honorary Member
Any person of good character and standing who has rendered distinguished service furthering the society or the development of the oil and gas industry may become an Honorary member without responsibility for the payment of dues through election by a majority vote of the Board of Directors.
b) Regular Members
Individuals actively engaged or interested in activities related to any phase of the exploration and production of the petroleum and natural gas sector may be accepted as members. Members shall be entitled to all membership privileges.
c) Delinquent Members
Upon failure of a Member to pay dues which have been duly authorized then sixty (60) days after notice shall have been mailed to such member at his/her address as shown on the records of the ECOTS specifying the amount of dues to be paid by such member for the current year then such member shall be stricken from the roll of membership by the Secretary of the ECOTS without prejudice to the Society's right to enforce payment of all dues actually authorized prior thereto.
d) Resignation of Members
Any member may resign by delivery to the Secretary notice in writing of their intention to do so and such resignation shall be accepted by the Secretary provided all dues to the date of resignation have been paid.
e) Expulsion of Members
Upon being reported by any Member, any Member for due cause may be deprived of his/her membership and prohibited from further participation in the affairs of, or benefits and privileges of, the Society. Such report shall be in writing filed with the Secretary, and shall specify the nature of the charge against the Member reported. The report shall forthwith be submitted to the Board of Directors and a copy thereof shall be mailed, by the Secretary, to the Member so charged directed to the member at the address shown by the register of members. The Member so charged shall be given at least (7) days notice of the date of the meeting at which the matter is to be considered by the Board of Directors. Members so charged shall be given a full opportunity to refute the charge and submit any explanation of defense that the member so desires to offer. A resolution giving effect to the charge and depriving the member of his/her Membership shall be carried by a vote of at least three quarters (3/4) of all the members of the Board of Directors. Such expulsion shall be for an indefinite period but may be reviewed at the request of the expelled member subject to the discretion of the Board of Directors.
No Member upon resignation, expulsion or death shall have any claim to any property or assets of the Society.
f) Evidence of Membership
A card of membership for the current year shall be issued to each Member in good standing by the Secretary of the ECOTS. All such cards shall be renewed from year to year upon payment of dues in advance.
ARTICLE FOUR
Membership Dues
1) The determination of dues payable by members of the Society shall be the discretion of the Board of Directors. Such dues shall bear some reasonable relationship as to the amount the average dues assessed by the individual Branches of Society.
2) All dues shall be due and payable on the 1st day of January in the current year.
3) The Board of Directors shall appoint a Finance Committee which shall prior to the month of November (in each year) present to the Board of Directors for its approval a budget of its expenditures for the following year. In the month of November in each year a copy of the budget of the Society as approved by the Board of Directors together with the numerical figure representing the actual regular membership in good standing of the Society shall be transmitted to the Secretary of the Society.
4) Membership dues as assessed against the Members of the Society shall be paid direct to the Treasurer of the Society.
ARTICLE FIVE
Forms of Organization
The Society shall consist of a general organization which shall perform its function through a Board of Directors and the Officers hereinafter provided for in these By-laws. The Society shall have jurisdiction and control over all operations affecting the membership of the Society as a whole or which are of national or general concern.
ARTICLE SIX
Meetings
1) Annual General Meeting
During the month of April in each year the Society shall hold an Annual General Meeting at which the Board of Directors for the ensuing year as designated elsewhere in these By-laws (See Article Seven – Paragraph 2) shall be introduced to the meeting by the outgoing President of the Society. The Board of Directors shall designate the time and place of such meeting by resolution or otherwise. Notice of the time and place of such meeting shall be sufficient if mailed/emailed to the members at their addresses as shown in the register of the Society ten (10) days prior to the date of such meeting. Any business of whatever nature or kind may be transacted at the annual general meeting.
2) Special General Meetings
Special general meetings of the Society may be held at any time upon the call of the President of the Society or, upon his/her refusal or failure to act, upon the call of a majority of the members of the Board of Directors. The time and place of such meeting shall be designated by the parties who called the same as herein above provided by resolution or otherwise. Notice of the time and place of such meeting, together with notice particularly specifying the nature of the business to be considered there at, shall be sufficient if mailed/emailed to each member of the Society not less than twenty (20) days prior to the date of such meeting. No business shall be conducted at such meeting except that business specifically set forth in the notice of meeting.
3) Members of the Society in good standing may vote at all general meetings of the Society in person or by proxy given to another member in good standing of the Society.
ARTICLE SEVEN
Board of Directors
1. The Board of Directors shall consist of Thirteen (13) persons, one of which shall be the immediate Past President of the Society.
2. At the beginning of each year (prior to the AGM), the Board of Directors shall select a Committee of three (3) or four (4) members (herein called the “Nominating Committee”) who shall select a minimum of six (6) Members, twelve (12) Members to be elected to serve as the Directors for the following two years beginning at the termination of the Annual General Meeting. Each nominee must meet the qualifications as set out in sub-section a) and b). Each member so selected must file with the Secretary of the Society a written consent to such nomination. In the event that a Member so selected does not file a written consent to nominate the Committee shall make an alternate selection. The Committee shall present a slate of a minimum of six (6) Members, twelve (12) Members who have filed a consent to nomination to the Board prior to the Annual General Meeting. Upon presentation of these Members, nominations from the floor will be accepted. The Members at the Annual General Meeting will vote to determine the six (6) new Board of Director members. This slate of Members together with the six existing Executive Members and the immediate Past President of the Society shall be the Directors for the said following year.
a) The incumbent must have been a member in good standing for the entire previous year (i.e.: January to December and January to present).
b) The incumbent must have served in some capacity as a member of an event organizing committee or sub- committee of the ECOTS.
3. The Board of Directors shall hold its first meeting immediately following the first Annual General Meeting and immediately following every Annual General Meeting thereafter. At this meeting, the Board of Directors shall elect the Officers for the said following year.
4. The Board of Directors of the Society shall be officially referred to as the “Board of Directors” and no person shall be qualified to serve on such Board of Directors unless they are a Member; PROVIDED HOWEVER, that the first Board of Directors shall be constituted without regard to the herein above restrictive qualification. The term for each Director shall be two years.
5. The Board of Directors shall provide for such regular meetings of the Board as it considers deem necessary, and special meetings of the Board of Directors may be held at any time upon the call of the President of that Board or upon his/her refusal or failure to act, then upon the call of the majority of the members of the Board. Notice of such special meetings shall be sufficient if such notice is in writing and specifies particularly the business to be considered at such meeting, and is mailed/emailed to the members of the Board of Directors ten (10) days prior to the date such meeting is to be held. Any business may be conducted at regular meetings of the Board. At special meetings of the Board no business shall be transacted except that set forth in the notice of such meeting.
A quorum of the Board of Directors for the transaction of business shall consist of fifty percent (50%) of its members. Members may, if necessary, vote by proxy given to another member of the Board of Directors. The place of meeting of the Board of Directors shall be determined by resolution or otherwise by the Board of Directors.
6. Each member of the Board of Directors shall have one vote at the meetings of the Board. The President of the Society, or in his/her absence the Vice-President of the Society, shall preside as Chairman of all meetings of the Board of Directors and shall perform such other duties as may be customary to the office.
7. The Board of Directors so constituted from the date of the Annual General Meeting of the Society shall have and possess for the ensuing two years, or until replaced, the powers herein expressly conferred, and shall have control and supervision of the officers and policy of the Society insofar as they relate to matters which are of concern to the membership of the Society. In addition to other specific powers herein granted, the Board of Directors shall have supervision and control over the collection and disbursements of all funds and property of the Society.
ARTICLE EIGHT
Officers
1. The Officers of the Society shall consist of the following:
President; Vice-President; Secretary; and Treasurer.
These Officers shall be elected appointed as provided in Article 7, Paragraph 32 of these By-Laws. The Officers so elected appointed shall hold office for the ensuing year or until the election appointment or qualification of their respective successors.
2. The President shall be the chief executive officer and shall perform such duties as shall be directed by the Board of Directors. The Board of Directors shall fix the salary paid to any employee.
ARTICLE NINE
Order of Business of Board of Directors
The order of business and procedure of the Board of Directors shall be determined by resolution, or otherwise of such Board.
ARTICLE TEN
Powers of the Society
1. Ownership
The Society may acquire and take by purchase, donation, devise or otherwise all kinds of real estate or personal property and may sell, exchange, mortgage, lease, let, improve and develop the same and may erect and maintain any necessary buildings.
2. Borrowing
The Society may borrow money for the purposes of carrying out the object of the Society if such borrowing is approved by special resolution, passed by a majority of not less than three quarters (3/4) of the members of the Society entitled to vote, as are present in person or by proxy at a general meeting of the Society of which notice specifying the intention to propose the resolution to approve such borrowing as a special resolution has been duly given. Before such borrowing powers of the Society are exercised they shall be approved by the Board of Directors.
ARTICLE ELEVEN
Committees
1. The Board of Directors shall appoint from time to time such committees as it may deem necessary to carry on the purpose(s) of the organization. The Board of Directors shall have power to delegate to the committees appointed by it, such duties or functions (in the judgment of the Board) to promote the general welfare of the Society. A standing committee shall maintain the authority designated to such committee until it is dissolved or replaced by the current Board of Directors. All such committees shall report to the Board. No committee(s) shall have authority to bind the Society.
2. The Chairman shall be a Board of Director member and shall follow the guidelines / procedure as set out in Appendix A in the conduct of its business and shall meet as decided by the Committee.
ARTICLE TWELVE
Amendment of By-laws
Members, at any general meeting, shall have the power to amend these By-laws by special resolution passed by a majority of not less than three fourths (3/4) of its members present provided that at least ten (10) days before the meeting at which such amendment is to be voted upon, each member of the Society shall be mailed/emailed a notice of the meeting and a copy of the proposed amendment.
ARTICLE THIRTEEN
Audit of Accounts
The auditors of the Society shall be appointed at the Annual General Meeting of the Society. The accounts of the Society shall be audited at least once each year prior to the Annual General Meeting during the month of February. The report of the auditor shall be presented at the Annual General Meeting of the Society.
ARTICLE FOURTEEN
Seal
1. The East Coast Oilfield Technical Society shall have a corporate seal which shall be kept in the custody of the Secretary of the Society. The corporate seal shall be affixed to all documents requiring execution under the corporate seal of the Society by the President or Vice-President and the Secretary or such others as the Board of Directors may by resolution from time to time name for that purpose. All other documents shall be signed on behalf of the Society by at least two of its officers.
2. The Secretary shall certify under the corporate seal, where necessary, all documents issued by the Society.
ARTICLE FIFTEEN
Books and Records
The Secretary shall be responsible for the preparation and custody of minutes and proceedings of meetings of the Board of Directors and all other books and records of the Society. The books and records of the Society shall be kept and maintained by the Secretary and may be inspected by the Members at any time at the registered office of the Society provided forty-eight (48) hours notice of intention to be given in writing to the Secretary.
ARTICLE SIXTEEN
Main Contacts
The main contact point for the Society shall be at a post office box that will be controlled by the Secretary/Treasurer. The address is P.O. Box 38046, Dartmouth, Nova Scotia, B3B 1X2.
APPENDIX A
Event Co-ordination Guideline / Procedure
The following is a suggested format or procedure for the hosting of all E.C.O.T.S. events. It is the experience and belief of the Executive Committee that by following an established process for the co-ordination of the Society's functions, they are more likely to be the success we all wish them to be.
The two major and most consistently successful events hosted by the Society are the annual bonspiel and golf tournament. These events closely follow this guideline and provide somewhat consistent results year to year. We believe that by adhering to this process, it allows for proper planning, budgeting and notification to members and sponsors.
1) Identification of the event at a Board of Directors meeting. Where the idea and concept for the event is discussed and evaluated on its merits. This is the point where a “Chairperson” would be nominated from the Board of Directors to further explore the value of hosting the event. It becomes this person's responsibility to gather information, and budgetary estimates for presentation back to the Board for their consideration and approval.
2) The information and budgetary estimates are then presented to the Board of Directors for their consideration and approval. If agreement is reached on the events viability, the chairperson is then given the task of assembling his committee for the hosting of the event. The Chairperson should at this point allow themselves not less than 60 - 90 days to plan and co-ordinate the event. Committee members should be initially solicited from the general membership of the society and not the Board of Directors, however, it seems to have become a good practice to include, or at least maintain consistent communication with the treasurer. This in no way restricts existing Board members from offering to serve on any Committee should they so choose.
3) The Committee once formed should immediately begin planning for the event, led by the chairperson for guidance and direction as passed down by the Board. It is the responsibility of the chairperson to keep the Board informed by regularly updating and appraising the board on the events progress and budget status. Notification of the event or function to the general membership of the society should be made at least 30 days prior to the date of the function. This provides plenty of notice for all members as well as a rough estimation on participation levels.
4) All aspects of running the event are to be addressed by the committee. All manpower for hosting the event will be handled by the Committee as well. The E.C.O.T.S. Board of Directors will be available to the Chairperson at all times for advice and direction on issues pertaining to the function.
Once the event has been “successfully” hosted, it is the responsibility of the Chairperson to bring closure to the function by presenting full budgetary versus actual information to the Society’s Board of Directors within 30 days of hosting the event or at the next scheduled meeting of the Board of Directors. All aspects of revenue and expenses (detailed), profit/loss will be reviewed at this time to allow the Board of Directors to evaluate whether or not it is justifiable to consider repeating the function or considering it as a recurring event. A review of problems and successes from the event should be discussed to ensure these are corrected or repeated for other events. This will further the learning process.