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 enhance the understanding by the energy consuming public of Arkansas, about the essential role of the gas industry in supplying clean and efficient energy to the State and the challenges the industry faces in continuing to provide adequate supplies of such energy now and in the future.
2. To collect, analyze and disseminate information on gas industry activities including: the production, storage, transmission, distribution, marketing and utilization of natural gas as well as synthetic and other gaseous forms of energy.
3. To promote economy and safety, including the optimum utilization of gas, for the mutual benefit of the public and the gas industry through improved efficiency, environmental and energy conservation and to foster research and similar activities leading to better gas delivery and utilization of equipment.
4. To provide educational and public relations programs which will enhance the use of natural gas and other gaseous forms of energy.
5. To cooperate with other organizations in encouraging gas as industry activities or objectives by interchange of information and by affiliating with such organizations in a manner which may be mutually beneficial.
6. 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.
ARTICLE III: Members
Section 1. Classes of Members. The membership of the Association shall consist of the following classes or divisions:
- Distribution Members Transmission Members Marketing Members
- Supplier Members Production Members Municipal Members
- Affiliate Members Individual Members Special Members
Section 2. Distribution / Municipal Members. Distribution and Municipal Members shall be persons, firms, companies or corporations actively engaged in the distribution and delivery of gaseous energy by means of pipeline or other forms of transportation within the State of Arkansas.
Section 3. Transmission Members. Transmission Members shall be persons, firms, companies or corporations actively engaged in the transmission of natural gas by means of pipeline systems within or through the State of Arkansas.
Section 4. Marketing Members. Gas Marketing Members shall be persons, firms, companies or corporations actively engaged in the purchase for re-sale of gaseous forms of energy and the transportation by means of conventional regulatory transportation authority or pipeline not owned nor controlled by the marketer.
Section 5. Production Members. Production Members shall be persons, firms, companies, or corporations involved in the production and gathering of gaseous forms of energy.
Section 6. Supplier Members. Supplier Members shall be 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. Supplier Members also include persons, firms, companies or corporations that furnish professional services, contract or other services to the gas industry.
Section 7. Affiliate Members. Affiliate Members shall be self-employed individuals who provide a service to the gaseous energy industry in Arkansas.
Section 8. Individual Members. Individual Members shall be employees, active or retired, of distribution, transmission, marketing, production or associate members.
Section 9. Special Members. Special Members include, but are not limited to the following:
(a) State and Federal regulatory agencies who are involved with any aspect of gaseous forms of energy.
(b) Representatives from affiliated associations who have reciprocal agreements.
Section 10. Voting Members. Each Distribution, Transmission, Marketing, Production, Municipal, Supplier and Affiliate Member shall be voting members with full voting rights at all meetings of the membership. Individual and 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. A simple majority of the board shall constitute a quorum. At least one (1) Director shall be elected from each of the following categories:
With the approval of the Board of Directors, this list may be added to or deleted from.
The Directors may dismiss another Director from the board for failure to attend regular board meetings. Failure to attend two (2) consecutive meetings without reason may be grounds for dismissal.
The 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 Supplier Director shall serve for one (1) year. However, they may be elected for an additional one-year term.
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 or in the office.
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 a President of the Board, a First Vice-President, a Second Vice-President, a Secretary/Treasurer and a Supplier Vice-President.
Section 3. Chief Executive Officer. The Board of Directors may employ a Chief Executive Officer, who shall be paid such compensation and have such duties as may be determined by the Board of Directors. The CEO shall function as the Chief Officer of the Association and may be assisted by other full or part-time personnel as the board deems necessary. The CEO shall not be a voting member of the Association.
The CEO shall have the authority, under such procedures as established by the Board of Directors or the Executive Committee. In all cases, the CEO shall see to the execution of all agreed upon policies, plans and programs of the Association.
Section 4. Board of Directors Meetings. The Board of Directors shall meet in regular session at the call of the President. Notice of the time and place of the regular board meetings shall be sent by regular 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 by the Chief Executive Officer at the direction of the President or the members calling the meeting, as the case may be, by regular mail to all members of the board not less than ten (10) days prior to such meetings. No irregularity of notice of any meeting shall invalidate the meeting or any of its proceedings.
Section 5. 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 6. 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 7. Budget. The Board of Directors shall approve a budget setting forth the proposed and anticipated expenses of the Association for the ensuing year.
Section 8. Executive Committee. The Executive Committee shall consist of the President (Chairman), First Vice-President, Second Vice-President, Secretary/Treasurer, Supplier Vice-President, Immediate Past President, and a Representative of the Arkansas Propane Gas Association. In addition to these officers, the President may appoint two (2) other Board Members to serve on the Executive Committee. 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 9. Nominating Committees. The Nominating Committee (which shall be the Executive Committee) shall prepare a list of candidates for the office of President, First Vice-President, Second Vice-President, and Secretary/Treasurer and any Director whose term is about to expire.
The list of nominees shall be delivered to the President and the Chief Executive Officer. 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 10. Standing Committees. The Association shall have as a minimum the following Standing Committees, the Chairman will be appointed by the President unless otherwise directed by the Articles of Incorporation or the By-Laws:
- Executive Planning and Development
- Marketing Membership
- Training and Compliance Conference
- Environmental G.A.S.
Section 11. Ad Hoc Committees. The President 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 12. Ex-Officio Member. The Chief Executive Officer shall be an Ex-Officio Member of all committees, and shall be chairman of the Membership Committee.
Section 13. Disbursements. All disbursements made in the name of the Association shall be duly recorded. The Secretary/Treasurer shall submit periodic reports to the Board of Directors of all financial disbursements made by the Association. No single disbursement in excess of $2,500.00 shall be made except by approval of a majority of directors or the Executive Committee.
The Chief Executive Officer, Secretary/Treasurer, or President shall approve and sign all orders or checks drawn on the treasury. Should these officers be or become unable to sign orders or checks, the board shall appoint substitutes who may perform this duty.
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. Those so employed shall be paid such salaries or fees as fixed by the board.
Section 15. Funds. The funds of the Association shall be deposited by the Chief Executive Officer 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 President or by any five (5) members of the Board of Directors who submit a petition to the President 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 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. At each annual meeting of the Association, the voting members shall elect a President, a First Vice-President, a Second Vice-President, and a Secretary/Treasurer.
The Supplier Vice-President shall only be elected by the Supplier Membership.
Each officer shall also be a Director of the Association. The officers shall assume their duties after their election at the annual meeting, and their duties shall end at the conclusion of the following year’s annual meeting. A vacancy in an office shall be filled by the Board of Directors or the Executive Committee at a regular or special meeting of the Board of Directors.
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 Second Vice-President, First Vice-President and then to President, unless normal progression is changed by vote of the membership.
Section 8. Duties of Officers:
(a) Chief Executive Officer. The Chief Executive Officer shall ensure that the books, papers, files and documents of the Association are kept and maintained, indexed, filed and readily available for Association use. Additionally, the Chief Executive Officer shall receive all monies of the Association, promptly collect all membership dues, special assessments, and keep an accurate account of the receipts and disbursements. He/she shall notify members of general and special meetings and notify members of the Board of Directors of all its meetings. Further, the Chief Executive Officer shall make a full report of finances, proceedings, and progress of the Association at the annual meeting and the directors when requested to do so. He/she shall aid and assist any member of this Association in collecting information and properly presenting the same for consideration, and shall perform any other duties as directed by the Board of Directors.
(b) President. The President shall preside at all member meetings of the Association and of the Board of Directors and the Executive Committee. The President shall have the Authority, upon approval of the Board of Directors or the Executive Committee to execute in the name of the Association, all deeds, conveyances, mortgages, leases, obligations and other documents and instruments which may from time to time be necessary to transact the business of the Association.
Additionally, the President shall perform any other duties which may be prescribed by the Association or its Board of Directors.
In the absence of the Chief Executive Officer, the president shall assign the Chief Executive Officer’s duties as required.
(c) Vice-President. The Vice-Presidents, in their order, shall, in the absence of the President, do and perform such duties as would pass on to the President or perform such duties as delegated by the President.
(d) Secretary/Treasurer. The Secretary/Treasurer shall certify official Association records with his/her signature, and keep the official minutes of meetings of members, Board of Directors and Executive Committee. He/she may enlist the aid of the Chief Executive Officer for this function.
In the absence of the Chief Executive Officer, the Secretary/Treasurer shall ensure that the books, papers, files and documents of the Association are kept and maintained, indexed, filed and readily available for Association use. He/she shall notify members of general and special meetings and notify members of the Board of Directors of all meetings. Further, the Secretary/Treasurer shall make a full report of finances, proceedings, and progress of the Association at the annual meetings and to the Directors when directed to do so. He/she shall aid and assist any member of this Association in collecting information and properly presenting the same for consideration, and shall perform any other duties as directed by the Board of Directors.
Except for certifying official minutes of the Association, which is reserved to an elected official, any of the duties or responsibilities listed within this sub-section may be delegated to the Chief Executive Officer when approved by the Executive Committee.
Section 9. 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 Secretary/Treasurer shall make quarterly reconciliation’s of the Association books to the Board of Directors and perform an interim annual audit shortly after the first of the fiscal year.
The Association shall employ an independent Certified Public Accountant (CPA) to perform a final annual audit of the Association and report the results of the audit to the Chief Executive Officer and the Board of Directors.
Section 6. Bonds. Any person handling the Association’s funds shall be bonded.
ARTICLE VIII: Planning & Development Committee
The five (5) most recent active Presidents of the Board, except the immediate past President, who shall be a member of the Executive Committee, shall be members of the Planning & Development Committee. The Committee shall study the needs of the Association and be responsible for long range planning. It shall report its plans and recommendations to the Board of Directors.
ARTICLE IX: Supplier Council
The Supplier Council shall be comprised of all Supplier Directors. In addition to the Supplier Directors; two other Supplier Members may be appointed to the Supplier Council by the Supplier Vice-President. The Council shall function as an entity of Supplier Members to ensure that the desires and interests of the Supplier 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.