SOCIETY OF PETROLEUM ENGINEERS (SPE), INC.
BYLAWS
LOS ANGELES BASIN SECTION
ARTICLE I
Name
The name of this section shall be the Los Angeles (LA) Basin Section of the Society of Petroleum Engineers (SPE), Inc. (”SPE”).
ARTICLE II
Aims and Purposes
The aims and purposes of this section shall be the promotion of cooperation in furthering the objectives of the SPE by providing regular meetings for the free discussion of subjects relating to the exploitation and development of petroleum and natural gas and related energy resources to achieve a safe, secure, and sustainable energy future.
ARTICLE III
Jurisdiction
The jurisdiction of this section will encompass Imperial, Los Angeles, Orange, Riverside, San Bernardino and San Diego Counties of the State of California; excepting the entirety of Township 4 North, Range 15 West; Township 4 North, Range 16 West; Township 4 North, Range 17 West; Township 4 North, Range 18 West; Township 5 North, Range 16 West; Township 5 North, Range 17 West; and Township 5 North, Range 18 West; or portions thereof within Los Angeles County.
ARTICLE IV
Membership
All members and associate members of the Society of Petroleum Engineers in good standing and residing in the jurisdiction of the section shall be members of this section.
ARTICLE V
Officers
Section 1. The officers of this section shall be a section chairperson, up to six (6) directors, two (2) of whom must be elected each year, a secretary, a treasurer, and an assistant treasurer. The secretary, the treasurer, and the assistant treasurer shall be appointed by the board of directors from their number or as they may otherwise designate. The vice chairperson is the most senior director. The assistant treasurer shall be appointed from the two most recent or designated past chairpersons.
Section 2. The section chairperson, up to six (6) directors inclusive of the vice chairperson, together with the two (2) most recent or designated past chairpersons residing in the section, shall constitute the board of directors which shall perform the duties provided for in these bylaws. The duties and responsibilities of the directors will be specified by the section chairperson with the advice and consent of the board of directors. The chairperson must be elected as outlined in the Election of Officers section (Article VI, Section 2). The vice chairperson shall be appointed by the chairperson with the approval of the board.
Section 3. The term of office for the section chairperson, vice chairperson, secretary, treasurer, and assistant treasurer shall be for one (1) year, and the terms must begin October 1st of the year of their election and continue until a successor takes office. The term of office of the directors shall be for three (3) years, unless there is no successor available.
Section 4. A vacancy in the office of chairperson must be filled by the vice chairperson. A vacancy in the office of vice chairperson shall be filled by the next senior director. Directors' seniority shall be determined by priority of election to the office and when these dates are identical, the selection shall be made by lot. In case of the inability of any officer or director to perform his/her duties, and/or if that person has three (3) consecutive unexcused absences from the scheduled board meetings, the office will automatically be deemed vacant. A vacancy in the office of director may be filled by the board of directors at a board meeting when nominated candidates receive approval of the board.
Section 5. The section chairperson, vice chairperson, and directors are not eligible for re-election until at least one (1) year shall have elapsed after the end of their respective terms of office. However, should the office of chairperson become vacant then the vice chairperson shall serve as chairperson for an unexpired term of less than one (1) year, the latter shall be eligible for re-election for the next normal term of office. If no director agrees to assume the chairperson, or any other role, the board of directors may override the maximum term length of office with a vote of two-thirds of the board of directors.
ARTICLE VI
Election of Officers
Section 1. Nominations - the Awards and Nominating Committee shall, at the direction of the board of directors, nominate one candidate for the office of chairperson and the number of candidates corresponding to the number of impending vacancies in the office of director. The secretary or board designate (e.g., newsletter editor) will notify the membership (by email and/or section webpage) of the recommendations of the nominating committee on or about August 15th, together with a brief personal history of each candidate which must include: (a) the date candidate became a member of the SPE, (b) the candidate's occupation and company affiliation, (c) the candidate's record of past service in the SPE, and (d) the candidate's record of current service in the SPE. Additional candidate nominations can be made by petition to the secretary or board designate by email on or before September 2nd. Additional nominations, if any, will be announced, in which event an election is required.
Section 2. Elections - The elections shall be by email with these ballots being made part of the board meeting's minutes. Immediately after receipt of the ballot and within the expiration time limit for additional nominations, the secretary or board designate (e.g., Newsletter Editor) will email ballots or use an online survey platform approved by the board for all SPE members in good standing, together with a brief personal history of each candidate as in the previous Section 1. The order in which the names will appear on the ballot will be determined by lot. For ballots to be counted, the returned ballots must be emailed or submitted to the survey website within fifteen (15) days of the email announcement. The ballots will be counted by an election committee which will be composed of past directors, and which must be appointed by the section chairperson with the advice and consent of the board of directors. For the office of section chairperson, the candidate receiving the greatest number of votes shall be considered elected. For more than one director to be elected, the leading candidates receiving the greatest number of votes corresponding to the number of vacancies shall be considered elected.
Section 3. Board Elections - In times of reduced members and open officer positions, the board of directors may elect an officer through a unanimous vote. This is at the discretion of the board.
ARTICLE VII
Duties of Officers
Section 1. The section chairperson shall preside at all business meetings of the section and of the board of directors. The section chairperson must appoint all committees and committee chairpersons with the advice and consent of the board of directors and perform all other duties that pertain to the direction of the section. The chairperson shall be empowered to conduct the section's routine business by soliciting advice and consent of the board of directors for various actions and motions made using text or email. This may be done to facilitate the section's business at any time and need not be coincident with a board meeting.
Section 2. The vice chairperson shall serve as section chairperson in the absence of the section chairperson.
Section 3. The secretary, treasurer, and assistant treasurer shall perform the customary duties for their respective offices. The assistant treasurer shall serve as the treasurer in the absence of the treasurer.
ARTICLE VIII
Dues and Finances
Section 1. No annual local dues recommended.
Section 2. The expenses of the section shall be paid with money appropriated by the board of directors from the funds of this section.
Section 3. The persons authorized to draw checks from the funds of the section are the section chairperson, treasurer, and assistant treasurer. Checks require any one of the three signatures. The check amounts issued for various section activities shall be consistent with the board of directors' approved annual budget.
ARTICLE IX
Amendments to Bylaws
Proposals to amend or repeal these bylaws may be made at any time by resolution of the board of directors at which a quorum is present, or by written petition addressed to the secretary or chairperson and signed by at least five (5) SPE members of the section. SPE members of the section who are in good standing must be duly notified of any such proposals and must be supplied ballots for conducting a written vote of said proposals. The returned ballots must be emailed within fifteen (15) days of the email by the secretary or board designate. A two-thirds vote of all ballots received in favor shall be required to secure the adoption of any proposals.
ARTICLE X
Meetings
Section 1. The board of directors shall meet at least once each year prior to September 30 and shall establish a meeting schedule for the coming year.
Section 2. The time and place of each section board meeting shall be determined by the board of directors.
Section 3. The annual membership meeting shall be the Western Regional Meeting.
ARTICLE XI
Quorum
Section 1. A quorum at a meeting of the board of directors shall consist of at least half of the members of the board of directors (see Article V, Sec. 2). This remains true, unless a missing director gives a present director their proxy, via email, and the total of those present and the proxies given sums up to at least half of the members of the board of directors.
Section 2. No meeting shall be an official meeting without a quorum of the board of directors. A non-official meeting held without a quorum, shall be made official with the approval of that non-official meeting's minutes by a quorum of the board of directors. Motions made at non-official meetings may be reconsidered at the next meeting or motions made at non-official meetings may be presented to the board of directors using email. A quorum vote may be obtained using email for the approval, or not, of said motion and where the tally of the board of directors' yea or nay votes are recorded in the next meeting's minutes.
Section 3. Voting during an official meeting shall be limited to members of the board of directors. (See article VI Sec. 2). Voting during a non-official meeting shall be considered voting during an official meeting when votes are obtained from a quorum of the board of directors. A quorum vote may be obtained using email (see Article XI, Sec. 2). The Board shall decide the level of security necessary and practical to safeguard the validity of votes rendered by email. At any time, the Board may adjust the level of security applied to voting with a simple majority vote of the Board.
ARTICLE XII
Committees
Section 1. The board of directors shall establish working committees to carry out the directed activities of the section. Committees may be established as Standing Committees or Ad Hoc Committees depending on the function to be performed by the committee.
Section 2. Standing Committees will be established to perform those activities that may be expected to have a life of more than one (1) year and will be charged with the management of funds budgeted for specific activities. All Standing Committees shall be appointed by the section chairperson with the approval of the board of directors.
Section 3. Ad Hoc Committees will be established for short-term specific purposes and will be organized as determined by the board of directors.
ARTICLE XIII
Parliamentary Authority
Roberts' Revised Rules of Order shall be the official guide for this Section in conducting business.
ARTICLE XIV
Disposal of Funds Upon Dissolution
On the dissolution of this section, all funds remaining after the payments of its debts shall be turned over to and paid to the Society of Petroleum Engineers (SPE), Inc., unless such corporation shall be nonexistent or shall be in dissolution, in which event the funds shall be turned over to some other organization, exempted under Section 501 (c) (3) of the Internal Revenue Code of 1954. This article of the bylaws is not amendable during the existence of this section.