CONSTITUTION AND BYLAWS OF THE TENNESSEE OIL AND GAS ASSOCIATION
AS AMENDED SEPT. 2013
1. Name: The organization shall be known as the Tennessee Oil and Gas Association.
2. Form: This organization shall be a non-profit, incorporated entity in accordance with the laws of the State of Tennessee. This association shall not declare dividends or make financial distribution to members except for salaries, fees or expenses.
The purposes for which this association is organized are:
1. To provide a common voice to speak for the interests of the oil and gas industry in the State of Tennessee;
2. To protect, promote, foster and advance the common interests of those engaged in the oil and gas industry in the State of Tennessee and other states;
3. To protect the industry against unfair, unjust or burdensome taxation, rules and regulations;
4. To promote the exploration, drilling, production, marketing, distribution and financing of oil and gas activities;
5. To collect and disseminate relevant geological and other data and information beneficial to the industry; and
6. To do such other things as may be necessary or appropriate to accomplish the aforesaid purposes.
1. Qualifications: Members of the association shall be companies or individuals employed or associated with the industry by virtue of being:
A. Producers, being those who prospect, develop, produce oil and market natural gas, including producing gas utilities and integrated oil companies.
B. Contractors, being those who serve producers in drilling for gas or oil or operating or service oil wells or pipeline facilities.
C. Allied interests, being those whose businesses or interests are directly or indirectly related, or who provide services, to the producing industry such as service and supply companies, oil and transmissions companies, truckers, sales representatives bulk purchasers of oil and gas, refiners, and royalty and working interest owners.
D. Professionals, being those who serve the industry in a professional capacity, such as attorneys, landmen, surveyors, consulting geologists, engineers, geophysicists, accountants and financiers.
2. Classes of Membership. The membership of the association shall be divided into three classes, (1) full members, (2) associate employee members, (3) royalty owners and student members. A Full Member shall be any person set forth in Article III, paragraph I., who pays the appropriate dues as set forth in paragraph 3 of this Article. An associated Employee Member shall be an employee or an associate of any Full Member. A Student Member shall be a student pursuing a career in the energy-related industry. A Royalty Owner Member shall be any person or entity who owns a royalty interest a mineral estate. All full members shall be entitled to vote. Associated employee members, royalty owner, and student members shall not be entitled to vote, but are entitled to attend all meeting of the association.
3. Dues and Assessments. All classes of members shall be charged annual dues for membership in the association. The Board of Directors shall determine the amount and extent of all dues. Currently, annual dues for full members are One Thousand to Two Thousand Dollars ($1,000.00 - $2,000.00); associated employee members are Twenty-five Dollars ($25.00); and royalty owners and student members are Fifty Dollars ($50.00).
4. MEETING OF THE MEMBERS
A. Annual Meeting. The annual meeting of the members shall be held at such time and place, within or without the State, as may be designated from time to time by the directors. The annual meeting shall be held on or before the 15th day of June of each year, or as close thereto as practicable.
B. Special Meetings. Special meetings of the members may be called by the Chairman, not less than five (5) members of the board of directors, or not less than one-tenth (1/10) of the members entitled to vote at a meeting. The place of such meetings shall be designated by the directors.
C. Conference Calls. Special meetings of the board of director may be held by telephone conference calls. The time and date of the meeting shall be designated by the Chairman.
D. Notice of Member Meetings. At the direction of the Chairman or person calling the meeting; Written or printed notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered either personally or by mail to each member entitled to vote at the meeting. If mailed, such notice may be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, and shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the books of the association, with postage thereon prepaid. If delivered personally, such notice may be delivered not less than five (5) days nor more than sixty (60) days before the date of the meeting, and shall be deemed delivered when actually received by the member. The party giving such notice shall certify that the notice required by this paragraph has been given.
E. Voting. Each full member shall be entitled to one (1) vote. Associate members, royalty members, and student members are not entitled to vote. Only those full members who are current in their annual dues at the time of the meeting in which they wish to vote shall be allowed to vote.
F. Quorum Requirement. Ten (10) percent or more of the members entitled to vote shall constitute a quorum for the transaction of business. Meetings may be adjourned despite the absence of a quorum, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a
majority of the membership there represented shall decide any question brought before such meeting unless the question is one upon which the express provision of this Constitution and By-Laws, or the laws of the State of Tennessee, a larger or different vote is required, in which case such express provisions shall govern the decision of such question.
BOARD OF DIRECTORS
1. Qualification, Election and Term. Directors need not be residents of this State, but must be of legal age and full members of the association. The election of directors shall be accomplished by a plurality of the votes cast at the annual meeting of the members. Proxy voting is not allowed. A nominating committee appointed by the then-serving Chairman shall select candidates for the Board of Directors at least thirty (30) days prior to the annual meeting and shall publish its selection to the members in the association’s newsletter. Nothing herein shall prevent nominations from the floor at the annual meetings. Each director shall hold office for a term of three years, and thereafter until his successor has been elected and qualified. Election of the new board members shall be staggered so that one-third of the Board will be elected each year for a three year term of office.
2. Number. The number of directors shall be fixed from time to time by a majority of the members, or by a majority of the entire board of directors, but shall never be less than the number required by law. Currently the association shall have at least ten (10) directors.
3. Past Chairmen. All past chairmen of the association shall be emeritus members of the board
4. MEETING OF DIRECTORS.
A. Annual Meeting. This annual meeting of the board of directors shall be held immediately after the adjournment of the annual meeting of the members, at which time the officers of the association shall be elected and the newly installed board may take such other action affecting the association as they deem
appropriate. The board may also designate more frequent intervals for regular meetings.
B. Regular Meeting. In addition to the annual meeting, the board of directors of the association may meet on a regular basis during each association year.
C. Special Meetings. Special meetings of the board may be called by the Chairman or not less than four (4) members of the board. The place of the meeting shall be designated by the Chairman.
D. Notice of Directors’ Meeting. Written, printed, or verbal notice stating the place, day and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be communicated either personally or by mail at the direction
of the president or other persons calling the meeting to each board member. The party giving such notice shall certify that the notice required in this paragraph has been given. Special meetings may be held upon notice sent by any usual means of communication within reasonable time prior to the meeting.
1. Quorum and Vote. The presence of a majority of the directors shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed thirty (30) days in any one adjournment. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the action of the board, unless the vote of a greater number is required by the charter, these by-laws, or by the laws of the State of Tennessee. Each director shall have one (1) vote and, since their voting function is nondelegable by law, proxy voting is not allowed. Only those board members who are current in their annual dues at the time of the meeting in which they wish to vote shall be allowed to vote and make decisions at that meeting.
2. Executive and Other Committees. The board of directors by a resolution adopted by a majority of its members, may designate an executive committee, consisting of one or more directors, and other committees, consisting of two or more persons, who may or may not be directors, and may delegate to such committee or
committees any and all such authority as it deems desirable, including the right to delegate to an executive committee the power to exercise all the authority of the board of directors in the management of the affairs and property of the association.
1. Number. The association shall have a chairman, vice chairman, secretary/treasurer, president and such other officers as the board of directors shall from time to time deem necessary.
2. Qualifications, Election and Term. Officers need not be residents of this state, but must be of legal age and must be full members of this association. The officers shall be elected by the board at its annual meeting. Each officer shall serve until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified.
3. Duties. All officers shall have such authority and perform such duties in the management of the association as are normally incident to their offices and as the board of directors may from time to time provide.
RESIGNATIONS, REMOVALS AND VACANCIES
1. Resignations. Any officer or director may resign at any time by giving written notice to the president, or the secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then immediately.
2. Removal of Officers. Any officer shall be removed from office by a majority vote of the Board of Directors if such officer is neglectful or refuses to perform his duties, or whenever the Board of Directors determines it is in the best interest of the association to do so. Unexcused absence by an officer from two (2) consecutive meetings shall constitute an automatic removal.
3. Removal of Directors. Any or all of the directors may be removed whether with or without cause by a vote of the members; and may be removed with cause by a majority vote of the entire board upon notice within a reasonable time prior to a board meeting to the director of the action contemplated by the board and the reasons for the board consideration. Unexcused absence from two (2) consecutive meeting shall constitute an automatic removal.
4. Vacancies. Newly created positions resulting from an increase in the number of directors, and/or vacancies occurring in any office or directorship, for any reason, including removal of an officer or director, may be filled by a plurality vote of the board of directors, by secret ballot, at a regular board meeting, or special meeting called for than purpose.
AMENDMENT OF BY-LAWS
These by-laws may be amended, added to, or repealed by a majority vote of the quorum present at any duly constituted members meeting.