BYLAWS OF PETROLEUM ENGINEERING DEPARTMENT
HEADS ASSOCIATION, A TEXAS NON-PROFIT CORPORATION

Article I: Name, Registration, and Mission

1.01     Name. The name of this corporation shall be the Petroleum Engineering Department Heads Association (PEDHA).

1.02     Registration. This corporation is duly registered as a 501(c)(3) organization under the laws of the Internal Revenue Code in the United States of America, and is recognized as a tax-exempt corporation in the State of Texas. This corporation is eligible to receive tax-deductible contributions in accordance with section 170 of the Internal Revenue Code.

1.03     Exempt Purposes. This corporation is organized and operated exclusively for exempt purposes as set forth in section 501(c)(3) of the Internal Revenue Code, and none of its earnings may inure to any private shareholder or individual. In addition, this corporation is not an action organization, and it may not attempt to influence legislation as a substantial part of its activities and may not participate in any campaign activity for or against political candidates.

1.04     Mission. The mission of the Petroleum Engineering Department Heads Association shall be to encourage mutual cooperation among Petroleum Engineering Educational Institutions in order to promote world-wide excellence in petroleum engineering education.

Article II: Offices

2.01     Registered Office and Agent. The registered office and registered agent of the Corporation shall be as set forth in the Corporation's Certificate of Formation.  The registered office or the registered agent may be changed by resolution of the Board of Directors, upon making the appropriate filing with the Secretary of State.

2.02     Principal Office. The principal office of the Corporation shall be at Box 43111, Lubbock, Texas 79409, provided that the Board of Directors shall have the power to change the location of the principal office.

2.03     Other Offices. The Corporation may also have other offices at such places, within or without the State of Texas, as the Board of Directors may designate, or as the business of the Corporation may require or as may be desirable.

Article III: Members

3.01     Classes of Members. The Corporation shall have two classes of members: Members and Associate Members.

Members must meet the following qualifications for membership: (1) be a petroleum engineering educational institution; (2) apply for membership in the Corporation by completing such as shall from time to time be designated by the Board of Directors; (3) fulfilling the guidelines as shall from time to time be set forth by the Board of Directors; (4) paying such membership dues as shall from time to time be designated by the Board of Directors; and (5) by being elected by a majority vote of the Board of Directors. Upon meeting the qualifications for membership, each educational institution shall be considered a Member, and shall appoint one individual to represent its Membership interests. Said individual shall possess the full voting rights of the Member. It is preferred that this individual be the Department Chair, though the Member may delegate another individual to represent its interests.

Guidelines for Membership must be set forth by the Board of Directors upon an affirmative vote of at least 51% to adopt said Guidelines. The Guidelines may be changed from time to time as voted upon by at least 51% of the Board of Directors. The current Guidelines may, but are not required to, be published to the Membership.

Individuals, departments, and organizations may be nominated by a Member for Associate Membership after meeting the qualifications enumerated herein.

Individuals must: (1) complete such forms as shall from time to time be designated by the Board of Directors; (2) pay such membership dues as shall from time to time be designated by the Board of Directors; and (3) be elected by a majority vote of the Board of Directors.

Departments must: (1) be a petroleum engineering educational institution; (2) complete such forms as shall from time to time be designated by the Board of Directors; (3) pay such membership dues as shall from time to time be designated by the Board of Directors; and (4) be elected by a majority vote of the Board of Directors.

Organizations must: (1) be a petroleum engineering centered organization; (2) complete such forms as shall from time to time be designated by the Board of Directors; (3) pay such membership dues as shall from time to time be designated by the Board of Directors; and (4) be elected by a majority vote of the Board of Directors.

Upon meeting the qualifications for Associate Membership enumerated in the above paragraphs, each individual, department, or organization will be considered an Associate Member, and will possess all rights and duties of an Associate Member in the Corporation.  Associate Members shall not have any voting rights, but may attend annual and regular Member Meetings, and are entitled to receive notice of same.

In order to become a Member, Associate Members must first be nominated by a Member. Such nominations shall be presented to the Board of Directors for election. Failure to elect an Associate Member as a Member does not affect the Associate Member’s status as an Associate Member.

3.02     Election of Members. Members shall be elected by the Board of Directors.  An affirmative vote of a fifty-one percent (51.00%) of the Board of Directors shall be required for election.

3.03     Termination of Membership. The Board of Directors, by affirmative vote of fifty-one percent (51.00%) of the Board of Directors, may suspend or expel a member for cause after an appropriate hearing.

3.04     Resignation. Any member may resign by filing a written resignation with the Secretary.

3.05     Reinstatement. Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of fifty-one percent (51.00%) of the Board of Directors, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

3.06.    Transfer of Membership. Membership in this Corporation is not transferable or assignable.

3.07     Place of Meeting. The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation in the State of Texas, but if all of the members shall meet at any time and place either within or without the State of Texas and consent to the holding of a meeting, such meeting shall be valid without call or notice, and any corporate action may be taken at such meeting.

3.08     Annual Meeting. The annual meeting of members shall be held on the date and time set by the Board of Directors.

Failure to hold the annual meeting at the designated time shall not work a dissolution of the Corporation.  In the event the Board of Directors fails to call the annual meeting at the designated time, any member may make written demand by registered mail directed to any officer of the Corporation that such meeting be held within a reasonable time.  If the annual meeting of members is not called within sixty (60) days following such demand, any member may compel the holding of such annual meeting by legal action directed against the Board of Directors, and all of the extraordinary writs of common law and of courts of equity shall be available to such member to compel the holding of such annual meeting.

3.09     Notice of Members’ Meeting. Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally, by email, or by mail, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting.  If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the Corporation, with postage thereon paid.  If transmitted by email, notice is deemed to be given on successful transmission of the email.

3.10     Special Members’ Meetings. Special meetings of the members may be called by the President, the Board of Directors, or by members having not less than one-tenth of the votes entitled to be cast at such meeting.

Only business within the purpose or purposes described in the notice or executed waiver of notice may be conducted at a special meeting of the members.

Any person or persons entitled hereunder to call a special meeting of members may do so only by written request sent by certified mail or delivered in person to the President or Secretary.  The officer receiving the written request shall within ten (10) days from the date of its receipt cause notice of the meeting to be given in the manner provided by these Bylaws to all members entitled to vote at the meeting.  If the officer does not give notice of the meeting within ten (10) days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of meeting and give the notice in the manner provided in these Bylaws.  Nothing contained in this section shall be construed as limiting, fixing, or affecting the time or date when a meeting of members called by action of the Board of Directors may be held.

3.11     Voting of Members. Members shall be entitled to one (1) vote on each matter submitted to a vote of the members, except to the extent that the voting rights of members of any class or classes are limited, enlarged, or denied by the Certificate of Formation or these Bylaws.

Unless otherwise provided by the Certificate of Formation or these Bylaws, a Member may vote in person or may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.  Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for more than eleven (11) months.  Elections of directors or officers may be conducted in person, by mail, by email, or by any combination thereof.

The vote of the majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be the act of the members meeting, unless the vote of a greater number is required by law, the Certificate of Formation, or these Bylaws.

3.12     Quorum of Members. Unless otherwise provided in the Certificate of Formation or in these Bylaws, members holding fifty percent (50%) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum.

3.13     Fixing Record Dates for Determining Members Entitled to Vote and Notice. The record date for determining the members entitled to notice of a members' meeting and for determining the members entitled to vote at a members' meeting shall be the close of business on the business day preceding the date on which notice is given, such date in any case not be earlier than the 60th day before the date the action requiring the determination of members is originally to be taken.

A determination of members entitled to notice of or to vote at a members' meeting is effective for any adjournment of the meeting unless the Board of Directors fix a new date for determining the right to notice or the right to vote.  The Board of Directors must fix a new date for determining the right to notice or the right to vote if the meeting is adjourned to a date more than ninety (90) days after the record date for determining members entitled to notice of the original meeting.

3.14.    Voting Lists. After fixing a record date for the notice of a meeting, the Corporation shall prepare an alphabetical list of the names of all the voting members who are entitled to notice of the meeting.  The list must show the address and number of votes each voting member is entitled to cast at the meeting.  The Corporation shall maintain, through the time of the members' meeting, a list of members who are entitled to vote at the meeting but are not entitled to notice of the meeting.  This list shall be prepared on the same basis and be part of the list of voting members.

Not later than two (2) business days after the date notice is given of a meeting for which a list was prepared, as provided above, and continuing through the meeting, the list of voting members must be available for inspection by any member entitled to vote at the meeting for the purpose of communication with other members concerning the meeting at the Corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held.  A voting member or voting member's agent or attorney is entitled on written demand to inspect and to copy the list at a reasonable time and at the member's expense during the period it is available for inspection.

The Corporation shall make the list of voting members available at the meeting, and any voting member or voting member's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

3.15     Action by Members without Meeting. Any action required by the Texas Business Organizations Code to be taken at a meeting of the members, or any action which may be taken at a meeting of the members or any committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the members entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote.

If the Corporation's Certificate of Formation so provide, any action required by the Texas Business Organizations Code to be taken at a meeting of the members or any action that may be taken at a meeting of the members of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members or committee members as would be necessary to take that action at a meeting at which all of the members or members of the committee were present and voted.

Each written consent shall bear the date of signature of each member or committee member who signs the consent.  Prompt notice of the taking of any action by members or a committee without a meeting by less than unanimous written consent shall be given to all members or committee members who did not consent in writing to the action.

If any action by members or a committee is taken by written consent signed by less than all of the members or committee members, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the members, that written consent has been given in accordance with the provisions of section 6.202 of the Texas Business Organizations Code and that any written notice required by such section has been given.

An email, or similar transmission by a member or member of a committee or a photographic, photostatic, electronic, or similar reproduction of a writing signed by a member or member of a committee shall be regarded as signed by the member or member of a committee for purposes of this section.

Article IV: Directors

4.01     Board of Directors. To the extent not limited or prohibited by law, the Certificate of Formation or these Bylaws, the powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.  Directors need not be residents of the State of Texas. Directors must be Members of the Corporation.

4.02     Number and Election of Directors. The number of directors shall be a minimum of six (6) and a maximum of seven (7), provided that the number may be increased or decreased from time to time by an amendment to these Bylaws or resolution adopted by the Board of Directors, provided that the number of directors may not be decreased to fewer than six (6).  No decrease in the number of Directors shall have the effect of shortening the term of any incumbent director.

At the first annual meeting of members, the members shall elect six directors. Two directors will be elected to a one-year term; two directors will be elected to a two-year term, and two directors will be elected to a three-year term. At each annual meeting thereafter, the members shall elect two directors to replace the two whose terms are expired.  The two newly elected directors at each annual meeting shall hold office for three years, until said directors’ successors shall have been elected, appointed, or designated and qualified.

4.03     Director at Large. At the first Board of Directors Meeting, the Directors shall elect the Director at Large from a list of nominations proposed by the Board Members. The Director at Large shall be an Associate Member, and preferably an industry representative. The Director at Large shall be entitled to participate in every Board of Directors Meeting, but the Director at Large shall not have any voting rights. The Director at Large shall serve on the Board of Directors for a term of three years.

The term of the initial Director at Large may be renewed as voted upon by at least 51% of the Board of Directors. The Director at Large is subject to possible removal as contemplated in section 4.04. The Director at Large may resign as contemplated in section 4.05.

In the event of a vacancy in the Director at Large position, the Board Members shall nominate proposed Associate Members to fill the vacancy. The Board of Directors shall then elect the Director at Large from the proposed list of nominations. Such election shall require the affirmative vote of at least 51% of the Board of Directors. In the event no nominated Associate Member receives at least 51% of the vote, the Associate Member receiving the largest percentage of votes and the Associate member receiving the second largest percentage of votes will enter into a runoff election, which shall be held immediately after the first vote.

4.04     Removal. A director may be removed from office, with or without cause, by the persons entitled to elect, designate, or appoint the director.  If the director was elected to office, removal requires an affirmative vote equal to the vote necessary to elect the director.

4.05     Resignation. A director may resign by providing written notice of such resignation to the Corporation.  The resignation shall be effective upon the date of receipt of the notice of resignation or the date specified in such notice.  Acceptance of the resignation shall not be required to make the resignation effective.

4.06     Vacancies and Increase in Number of Directors. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of the previous director.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.

4.07     Annual Meeting of Directors. Immediately following each annual meeting of members, the Board of Directors elected at such meeting shall hold an annual meeting at which they shall elect officers and transact such other business as shall come before the meeting.  The time and place of the annual meeting of the Board of Directors may be changed by resolution of the Board of Directors.

4.08     Regular Meeting of Directors. Regular meetings of the Board of Directors may be held with or without notice at such time and place as may be from time to time determined by the Board of Directors.

4.09     Special Meetings of Directors. The Secretary shall call a special meeting of the Board of Directors whenever requested to do so by the President or by one (1) or more directors.  Such special meeting shall be held at the date and time specified in the notice of meeting.

4.10     Place of Directors’ Meetings. All meetings of the Board of Directors shall be held either at the principal office of the Corporation or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting or executed waiver of notice.

4.11     Notice of Directors’ Meetings. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or email to each Director at that Director's address as shown by the records of the Corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, the postage thereon prepaid.  If notice is given by email, such notice shall be deemed to be delivered when the email is sent by the drafter.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transaction at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

4.12     Quorum and Voting of Directors. A quorum for the transaction of business by the Board of Directors shall be a majority of the number of directors fixed by these Bylaws.  Directors present by proxy may not be counted toward a quorum.  The act of the majority of the directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or the Certificate of Formation.

A director may vote in person or by proxy executed in writing by the director.  No proxy shall be valid after three (3) months from the date of its execution.  Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

4.13     Compensation. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board or Directors.  A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for such services.  Members of committees may be allowed similar compensation and reimbursement of expenses for attending committee meetings.

4.14     Action by Directors without Meeting. Any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or any committee, may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all the Board of Directors entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be.  Such consent shall have the same force and effect as a unanimous vote.

If the Corporation's Certificate of Formation so provide, any action required by the Texas Business Organizations Code to be taken at a meeting of the Board of Directors or any action that may be taken at a meeting of the Board of Directors of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of Board of Directors or committee members as would be necessary to take that action at a meeting at which all of the Board of Directors or members of the committee were present and voted.

Each written consent shall bear the date of signature of each Director or committee member who signs the consent.  A written consent signed by less than all of the Board of Directors or committee members is not effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in the manner required by this section, a consent or consents signed by the required number of Board of Directors or committee members is delivered to the Corporation at its registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of Board of Directors or committees are recorded.  Delivery shall be by hand or certified or registered mail, return receipt requested.  Delivery to the Corporation's principal place of business shall be addressed to the President or principal executive officer of the Corporation.

Prompt notice of the taking of any action by Board of Directors or a committee without a meeting by less than unanimous written consent shall be given to all Board of Directors or committee members who did not consent in writing to the action.

If any action by Board of Directors or a committee is taken by written consent signed by less than all of the Board of Directors or committee members, any articles or documents filed with the Secretary of State as a result of the taking of the action shall state, in lieu of any statement required by this Act concerning any vote of the Board of Directors or committee members, that written consent has been given in accordance with the provisions of section 6.202 of the Texas Business Organizations Code and that any written notice required by such section has been given.

An email or similar transmission by a Director or member of a committee or a photographic, photostatic, electronic, or similar reproduction of a writing signed by a Director or member of a committee shall be regarded as signed by the Director or member of a committee for purposes of this section.

4.15     Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of one Member as the Committee Head, which committees, to the extent provided in said resolution, shall have and exercise the authority granted to it by the Board of Directors.  The designation and appointment of any such committee and the delegation of authority to such committee shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law upon the Board of Directors or upon any individual Director. Except as otherwise provided in such resolution, members of each such committee shall be Members or Associate Members of the Corporation, and the appointed Committee Head shall appoint the remaining committee members thereof.  Any member thereof may be removed by the person or persons authorized to appoint such member whenever in his or her judgment the best interests of the Corporation shall be served by such removal.

Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member cease to qualify as a member thereof.

The Committee Head shall serve as the chairman of the committee.

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Article V: Officers

5.01     Number of Officers. The officers of a Corporation shall consist of an immediate past president, president, and a secretary/treasurer.  New offices may be created and filled at any meeting of the Board of Directors.

5.02     Election of Officers and Term of Office. All officers shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors for such terms not exceeding one (1) year. The individuals elected as officers shall be elected from among the board of directors.

5.03     Removal of Officers, Vacancies. Any officer elected or appointed may be removed by the Board of Directors whenever in their judgment the best interests of the Corporation will be served thereby.  Election or appointment of an officer or agent shall not of itself create contract rights.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

5.04           Powers of Officers. Each officer shall have, subject to these Bylaws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to that office and such duties and powers as the Board of Directors shall from time to time designate.  All officers shall perform their duties subject to the directions and under the supervision of the Board of Directors. The Executive Committee shall consist of the elected officers: Immediate Past President, President, and Secretary/Treasurer.

All officers and agents of the Corporation, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in theses Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws.

In the discharge of a duty imposed or power conferred on an officer of a Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by:  (1) one or more other officers or Members of the Corporation, including members of the Board of Directors; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.

An officer is not relying in good faith within the meaning of this section if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this subsection unwarranted.

5.05     Immediate Past President. The Immediate Past President may preside at all meetings of all directors and members. The Immediate Past President shall be the Member that served as President the prior year. The Immediate Past President shall be a member of the Board of Directors for one year.

5.06     President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of all directors and members.  Such officer shall see that all orders and resolutions of the board are carried out, subject however, to the right of the directors to delegate specific powers, except such as may be by statute exclusively conferred on the President, to any other officers of the Corporation.

The President shall be ex-officio a member of all standing committees.

The President shall submit a report of the operations of the Corporation for the year to the directors at their meeting next preceding the annual meeting of the members and to the members at their annual meeting.

5.07     The Secretary/Treasurer. The Secretary/Treasurer shall attend all meetings of the Board of Directors and all meetings of the members and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required.  The Secretary/Treasurer shall give or cause to be given notice of all meetings of the members and all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors.

In the absence of the Secretary/Treasurer the minutes of all meetings of the board and members shall be recorded by such person as shall be designated by the President or by the Board of Directors.

The Secretary/Treasurer shall have the custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Secretary/Treasurer shall keep and maintain the Corporation’s books of account and shall render to the President and directors an account of all of the transactions and financial condition of the Corporation and exhibit the books, records, and accounts to the President or directors at any time.

Article VI: Dissolution

6.01     Distribution of Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3) of the Internal Revenue Code.

6.02     Prohibited Activities. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these bylaws, the Corporation shall not carry on any other activities not permitted to be carried on:

(a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; or

(b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

6.03     Dissolution. Upon the dissolution of this organization, assets shall be distributed to the Society of Petroleum Engineers, so long as it is exempt under section 501(c)(3) at the time of the dissolution of the Corporation. In the event the Society of Petroleum Engineers is not exempt under section 501(c)(3) at the time of the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Article VII: Emergency Management of the Corporation

In the event of an emergency, to the extent not limited or prohibited by law, the Certificate of Formation or these Bylaws, the following provisions regarding the management of the Corporation shall take effect immediately.  Pursuant to The Texas Business Organizations Code, an emergency exists if a majority of the Corporation's governing persons cannot readily participate in a meeting because of the occurrence of a catastrophic event.

(1) Procedures for calling a meeting of the Board of Directors are as follows:  In the event of an emergency, a meeting may be called following the attempt of not less than two hours notice to each director. Said notice may be given by electronic transmission as defined in the Texas Business Organizations Code, including facsimile transmission, transmission to an electronic mail address provided by the director, as well as by telephone.

(2) The minimum requirements for participation at the meeting of the Board of Directors are as follows:  All directors participating must be able to communicate with the other directors either in person, by telephone conference, or by electronic or other remote communications technology.

(3) Designation of any additional or substituted directors is as follows:  The Board of Directors is to approve and maintain a current list of officers or other persons to serve as directors to the extent necessary to provide a quorum at any meeting held while these emergency bylaws are in effect.

These emergency provisions take effect only in the event of an emergency as defined hereinabove, and will no longer be effective after the emergency ends.  Any and all provisions of the Certificate of Formation or these Bylaws that are consistent with these emergency provisions remain in effect during an emergency.  Any or all of these actions of the Corporation taken in good faith in accordance with these provisions are binding upon this Corporation and may not be used to impose liability on a managerial official, employee, or agent of the Corporation.

Article VIII: Miscellaneous

8.01     Waiver of Notice. Whenever any notice is required to be given to any member or director of the Corporation under the provisions of the Texas Business Organizations Code, the Certificate of Formation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

8.02     Meetings by Telephone Conference, Electronic, or Other Remote Communications Technology. Subject to the provisions required or permitted by the Texas Business Organizations Code and these Bylaws for notice of meetings, members of the Corporation, members of the Board of Directors, or members of any committee may participate in and hold a meeting of such members, board, or committee by means of:

(1) conference telephone or similar communications equipment by which all persons participating in the meeting can communicate with each other; or

(2) another suitable electronic communications system, including videoconferencing technology or the Internet, only if:

(a) each member entitled to participate in the meeting consents to the meeting being held by means of that system; and

(b) the system provides access to the meeting in a manner or using a method by which each member participating in the meeting can communicate concurrently with each other participant.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

8.03     Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

8.04     Checks, Drafts, Etc. All checks, drafts or other instruments for payment of money or notes of the Corporation shall be signed by such officer or officers or such other person or persons as shall be determined from time to time by resolution of the Board of Directors.

8.05     Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

8.06     Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, donation, gift, bequest, or devise for the general purposes or for any special purpose of the Corporation.

8.07     Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the members, Board of Directors, and committees and shall keep at the registered office or principal office in this State a record of the names and addresses of its members entitled to vote.  A member of the Corporation, on written demand stating the purpose of the demand, has the right to examine and copy, in person or by agent, accountant, or attorney, at any reasonable time, for any proper purpose, the books and records of the Corporation relating to the stated purpose, at the expense of the member.

8.08     Financial Records and Annual Reports. The Corporation shall maintain current true and accurate financial records with full and correct entries made with respect to all financial transactions of the Corporation, including all income and expenditures, in accordance with generally accepted accounting practices.  All records, books, and annual reports (if required by law) of the financial activity of the Corporation shall be kept at the registered office or principal office of the Corporation in this state for at least three (3) years after the closing of each fiscal year and shall be available to the public for inspection and copying there during normal business hours.  The Corporation may charge for the reasonable expense of preparing a copy of a record or report.

8.09     Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December 31st.

Article X:  Construction

10.01   Pronouns and Headings. All personal pronouns used in these Bylaws shall include the other gender whether used in masculine or feminine or neuter gender, and the singular shall include the plural whenever and as often as may be appropriate.  All headings herein are for convenience only and neither limit nor amplify the provisions of these Bylaws.

10.02   Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any such provision shall not be affected thereby.

Article XI: Amendment of Bylaws

The Board of Directors may amend or repeal these Bylaws, or adopt new Bylaws, unless the Certificate of Formation or the Texas Business Organizations Code limits such powers.  Unless the Certificate of Formation or a bylaw adopted by the members provides otherwise as to all or some portion of these Bylaws, the members may amend or repeal these Bylaws or adopt new Bylaws even though the Bylaws may also be amended, repealed, or adopted by the Board of Directors.

 

Adopted by the Board of Directors on _________.

 

                                                                  

Secretary/Treasurer