ARTICLE I: Name and Offices
Section 1. Name. The name of the Association shall be: ARKANSAS GAS ASSOCIATION, INC.
Section 2. Offices. The Association shall maintain its principal offices in such place as the Board of Directors may determine.
ARTICLE II: Objectives
1. To promote natural gas safety.
2. To conduct the affairs of the Association in a manner which will foster cooperation between industry and governmental agencies; better understanding of their activities, responsibilities and challenges.
3. To provide educational and public relations programs which will enhance the use of natural gas.
4. To increase public understanding about the benefits of natural gas.
ARTICLE III: Membership
Section 1. Classes of Members. The membership of the Association shall consist of the following classes:
- Distribution / Municipal
- Gas Supply Marketing
Section 2. Distribution / Municipal Members. Companies or corporations actively engaged in the distribution and delivery of natural gas to end users.
Section 3. Transmission Members. Companies or corporations actively engaged in the transmission of natural gas by means of pipeline systems.
Section 4. Gas Supply Marketing Members. Companies or corporations actively engaged in the purchase for re-sale, and transportation of natural gas by means of conventional regulatory transportation authority or pipeline not owned nor controlled by the marketer.
Section 5. Production Members. Companies, or corporations involved in the production and gathering of natural gas.
Section 6. Vendor Members. Persons, firms, companies or corporations actively engaged in the manufacture or fabrication of gas appliances, supplies, tools or equipment for the gas industry, and sale or distribution of same. Vendor Members also include persons, firms, companies or corporations that furnish professional services, contract or other services to the gas industry.
Section 7. Special Members. Special Members include, but are not limited to the following:
- State and Federal regulatory agencies who are involved with any aspect of natural gas.
- Representatives from affiliated associations who have reciprocal agreements.
- Employees, active or retired, of distribution, transmission, marketing, production or associate members.
- Members of the Arkansas Gas Association NGV Program are also members of AGA.
Section 8. Voting Members. Each Distribution, Transmission, Gas Supply Marketing, Production, Municipal, and Vendor Member shall be voting members with full voting rights at all meetings of the membership. Special Members shall not have the right to vote, however, they will have the privileges of the floor.
ARTICLE IV: Management
Section 1. Board of Directors. The control of the business and the affairs of the Association shall be managed by a Board of Directors and, subject to these By-Laws, may adopt such rules and regulations for that purpose and for the conduct of its meetings as the Board of Directors may deem proper. The Board of Directors shall consist of not less than ten (10) individuals and not more than 18. A simple majority of the board shall constitute a quorum. At least one (1) Director may be elected from each of the following categories:
- Gas Supply Marketing
Further the following companies may have up to this many Board members:
- CenterPoint Energy (5)
- Arkansas Oklahoma Gas Corp. (3)
- Black Hills Energy (3)
Vendors – may have up to 3 on the Board with 1 being the Vendor Chair.
Failure to attend two (2) consecutive meetings without reason may be grounds for dismissal.
Each Director shall be elected at the annual meeting or at a special meeting called for such a purpose and shall serve for three (3) years. The Vendor Director(s) shall serve for one (1) year. However, they may be elected for additional one-year terms.
If a member company ceases operation, or the representative of a member company serving as an Officer or Director, leaves the employment of the member company, that person, serving as an Officer or Director, may no longer serve on the Board.
The Directors shall have the powers, duties and responsibilities as set forth in the Articles of Incorporation.
Section 2. Officers. The Officers of the Association shall be the Chairman of the Board, a Vice-Chairman, a Secretary/Treasurer and a Vendor Chairman.
Section 3. Duties of Officers
Chairman of the Board. The Chairman of the Board shall be the official representative of the Association. The Chairman shall preside at all General Membership meetings of the Association and all meetings of the Board. The Chairman shall, with the advice and approval of the Board, outline Association functional activities. The Chairman shall have power to call meetings of the Association and of the Board. The Chairman shall appoint committees necessary for Association activity as provided in these Bylaws or as directed by the Board, shall designate the committee chairmen and serve as ex-officio member of all such committees.
Vice Chairman. Should the Chairman be absent or become incapacitated, the Vice Chairman shall perform all the duties of the Chairman. Should the office of Chairman become vacant, the Vice Chairman will automatically become Chairman.
Secretary / Treasurer. The Secretary/Treasurer shall have custody of the funds of the Association; shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books belonging to the Association; and shall deposit, or cause to be deposited, all monies and valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
The Secretary/Treasurer shall keep or cause to be kept records of the Association. Records includes minutes from meetings and other official documents.
The Vender Chairman shall represent the thoughts and ideas of the Vendor Members. The Vendor Chairman shall convene a meeting of the Vendor Members during the Annual Conference to solicit feedback to be shared with the Board.
Officers shall be elected from each of the following companies provided these companies are members in good standing. Each of these companies shall have an Officer on the Board at all times:
- CenterPoint Energy
- Arkansas Oklahoma Gas Corp.
- Black Hills Energy
Section 4. Officer Terms
- Chairman of the Board – 2 years
- Vice Chairman – 2 years
- Secretary / Treasurer – 2 years
- Vendor Chairman – 2 years
Section 5. Board of Directors Meetings. The Board of Directors shall meet in regular session at the call of the Chairman of the Board. Notice of the time and place of the regular board meetings shall be sent by regular or electronic mail to all members of the board not less than ten (10) days prior to such meetings. Notice of time, place or purpose of special meetings of the Board shall be mailed or emailed at the direction of the Chairman of the Board or the members calling the meeting, as the case may be, by regular mail or email to all members of the board not less than ten (10) days prior to such meetings.
Section 6. Proxies. A Director may designate another Director, in writing, as a proxy to cast the vote of the Director designating such a proxy at any regular, special, adjourned or called meeting of the Board of Directors. No person shall be designated proxy for more than three Directors.
Section 7. Vacancies. Vacancies in the Board of Directors may be filled for the unexpired term by a majority vote of the remaining Directors or the Executive Committee at any meeting of the Board of Directors at which a quorum is present.
Section 8. Budget. The Board of Directors shall approve a budget setting forth the proposed and anticipated income and expenses of the Association for the ensuing year.
Section 9. Executive Committee. The Executive Committee shall consist of the Chairman of the Board, Vice-Chairman of the Board, Secretary/Treasurer, Vendor Chairman, and Immediate Past Chairman A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business.
The Executive Committee shall have and may exercise all powers of the Board of Directors during intervals between meetings of the Board, except any power specifically denied such Committee by the Board of Directors or by law.
The Executive Committee shall meet at such time and place as it may designate. Reasonable notice, written or oral, shall be given for each meeting of the Executive Committee. The committee may conduct any of its meetings by telephone conference or similar communications equipment by which all members participating in the meeting can hear one another. Such participation shall constitute presence in person at such meeting.
Section 10. Nominating Committee. A Nominating Committee shall be appointed annually by the Chairman of the Board and approved by the Board consisting of not less than five (5) members, one of whom shall be the Immediate Past Chairman of the Board who shall be Chairman of the Committee.
A representative of the Executive Committee shall present a written list of these nominees to the active members of the Association at the annual meeting for their approval. Nominations will be accepted from the floor at that time.
Section 11. Standing Committees. The Association shall have as a minimum the following Standing Committees:
- Marketing (NGV and GAS Programs)
- Training and Compliance
Section 12. Ad Hoc Committees. The Chairman of the Board may appoint Ad Hoc Committees to investigate and report to the Board of Directors on specific matters. The duties of the Ad Hoc Committee shall terminate with its final report to the Board.
Section 13. Disbursements. All disbursements above $500 made in the name of the Association shall be approved by two (2) of the following:
- Chairman of the Board
- Vice Chairman of the Board
- Secretary / Treasurer
Section 14. Professional Services. The Board of Directors may retain and secure such professional services including legal, engineering or accounting, as it may deem proper.
Section 15. Funds. The funds of the Association shall be deposited in secure financial institutions as designated by the Executive Committee. Under a prudent investment policy adopted by the Board, funds may be invested in ways that achieve growth in such funds.
ARTICLE V: Association Meetings
Section 1. Annual Meeting. The Association shall hold an annual meeting each year at such time and place as the Board of Directors may designate. Failure to hold annual meetings will not work a forfeiture or dissolution of the Association.
Section 2. Special Meetings. Special meetings of the board may be called by the Chairman of the Board or by any five (5) members of the Board of Directors who submit a petition to the Chairman stating the purpose or purposes for calling a special meeting of the Board of Directors.
Section 3. Notice of Meetings. Written notice of the place, date, and time of the meeting of the active members, and in case of special meetings, the purpose or purposes for which the meeting is called, shall be mailed or emailed to each active member of record of the Association, not less than ten (10) days before the date of the meeting. No irregularity of notice of any meeting shall invalidate the meeting or any of its proceedings.
Section 4. Voting. Each voting member present at any meeting shall be entitled to one and only one vote on each matter submitted to a vote at a meeting of members.
Section 5. Quorum. A quorum for the transaction of business at all meetings of the active members shall be at least three quarters (3/4) of members present.
If less than a quorum is present at any meeting, the majority of the members present may adjourn the meeting without further notice.
Section 6. Parliamentary Rules. The rules of parliamentary procedure, as outlined in Robert’s Rules of order, except as they conflict with these By-Laws, shall govern the conduct of the meetings. The presiding officer may vary the normal order of business if circumstances dictate.
Section 7. Election of Officers. Officers of the Association shall be elected at the annual meeting of the Association. The Vendor Chairman shall only be elected by the Vendor Membership.
To provide continuity, experience and knowledge of Association duties and responsibilities, an officer shall first be elected to fill the office of Secretary/Treasurer, and then progress to Vice-Chairman, and then to Chairman of the Board, unless normal progression is changed by vote of the membership.
Section 8. Removal of Officers. Any officer or director of this Association may be removed from office for good cause by a majority vote of the Board of Directors, provided, however, that removal from office must be preceded by notice to such officer or director of the reason or reasons for such action at least thirty (30) days prior to the meeting at which such vote is to be taken and such officer or director shall have the right to appear before and be heard by the Board either in person or in wiring prior to such a vote.
ARTICLE VI: Indemnification
Section 1. Good Faith Actions. This Association shall indemnify any person who was or is party to, 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 investigative (other than 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 expenses (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 with such action, suit or proceeding if he acted prudently, honorably and in good faith and in good manner he reasonably believed to be in or not opposed to, the best interest of this Association, and with respect to any criminal action or proceeding, he had reasonable or justifiable grounds or cause to believe 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 or 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 the Association, against expenses (including attorney’s fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted prudently, honorably and in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of this Association, 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 or duties to the Association.
Section 3. Fees and Expenses. To the extent that Director, Officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any claim, issue or matter herein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection herewith.
Section 4. Coverage Determined by Board of Directors. Any indemnification under sections 1 and 2 of this Article VI 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 standards of conduct set forth in Section I and Section 2 of this Article VI. Such determination shall be made by: (a) the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested Directors so directs; or (c) by independent legal counsel (who may be a regular counsel to this Association but who shall not be an employee of this Association), in a written opinion; or (d) by a majority vote of the membership. A majority vote of the membership, at a duly called meeting, shall decide which method is to be implemented to determine consideration of indemnification.
Section 5. Non-Exclusive Remedy. The indemnification provided by this Article VI shall apply to acts and transactions occurring heretofore or hereafter shall be deemed exclusive of any other rights to which those seeking indemnification are entitled under agreement, vote of the General Membership or disinterested Directors, or otherwise, as to action in his official capacity, and shall continue as to a person who has ceased to be a Director, Officer, employee or agent, and shall ensure to the benefit of the heirs, executors and administrators of such person.
Section 6. 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 the Association, as protection 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 the provisions of Article VI.
ARTICLE VII: Finances
Section 1. Unauthorized Compensation. No compensation or payment shall be made to any Officer, Director, creator or organizer of this Association, or substantial contributor to it, except as approved by the board; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of this Association shall ever be distributed to or among any such persons; provided, further, that neither the whole nor any part or portion of such assets or net earnings shall ever be used, or accrue to, or inure to the benefit of any member or private individual.
Section 2. Membership Dues. Membership dues for the different classes shall be established by the Board of Directors. Dues shall be set by the Board of Directors on an annual basis and shall be due and payable within thirty (30) days of the billing.
Section 3. Assessments. Special assessments may be required from time to time to fund programs or projects the Board of Directors may deem necessary to the successful operation of the Association.
Section 4. Approval of Assessments. Special assessments shall require a three-fourths (3/4) majority vote of all Directors. When approved, the Board of Directors shall adopt a resolution declaring it approved, levying it against voting members and stating the purpose for which the assessment was approved, and the time limit within which it shall be paid.
Section 5. Audits. The Association shall employ an independent Certified Public Accountant (CPA) to perform an audit of the Association and report the results of the audit to the Board of Directors. This is to be done every two (2) years.
Section 6 Bonds. Any person handling the Association’s funds shall be bonded.
ARTICLE VIII: Vendor Council
The Vendor Council shall be comprised of all Vendor Directors. In addition to the Vendor Directors; two other Vendor Members may be appointed to the Vendor Council by the Vendor Chairman. The Council shall function as an entity of Vendor Members to ensure that the desires and interests of the Vendor Membership are sufficiently understood and considered by the entire Board of Directors.
ARTICLE X: Amendments
These By-Laws may be amended or repealed by a simple majority of those members present at any regular or special meeting, provided however, that notice of any proposed amendments shall be mailed to each member at least ten (10) days prior to the meeting at which action is to be taken.
ARTICLE XI: Fiscal Year
The fiscal year of the Association shall commence on January 1 of each year and end on December 31.