BY-LAWS
OF
NATIONAL PETROLEUM ENERGY CREDIT ASSOCIATION
As Amended April 240, 20175
ARTICLE I
This 501(c) (3) nonprofit corporation shall be known as the National Petroleum Energy Credit Association (“NPECA” or “Association”).
ARTICLE II
The principal place of business shall be at Tulsa, Oklahoma is Horsehoe Bay, Texas and such other places which the Board of Directors directors may determine from time to time.
ARTICLE III
The Association's purposes are to promote fellowship and the common business interests of its members, encourage the exchange of ideas of mutual benefit and general credit management information and methods, and discuss timely subjects of interest in the petroleum energy industry. The Association’s Mission Statement is: To provide relevant excellence in education and relevant networkingconnection opportunities for both Credit and Payments professionals in the energy sector.
ARTICLE IV
1. Members in good standing of the National Petroleum Energy Credit Association on the date of incorporation of this nonprofit corporation shall be members (“Members”) in this AssociationIndividuals who have paid their dues on a timely manner are deemed in good standing and members (“Member”) in this Association. Any person desiring to become a Member of this Association subsequent to the date of incorporation shall will file an application in writing with the Executive Director who will transmit it to the chairman chairperson of the mMembership cCommittee.
2. Membership in this organization shall consist of Regular, Associate, and Honorary members as defined herein.
(A.) Regular Member: Any person engaged in credit work (retail, wholesale, or payment systems) of petroleum energy companies, including their affiliates or subsidiaries whose principal product is a petroleum derivative shall will be eligible to become a regular member of this Association upon the terms and conditions prescribed in these By-Laws.
(B.) Associate Member: Any employee of a service company or organization engaged in or responsible for providing credit support, credit reporting, or collection services, or payment professional services to the petroleum energy industry shall will be eligible to become an Associate member of this Association subject to the terms and conditions prescribed by these By-Laws without the rights of voting or holding office.
(C) Sponsor Member: Any designated employee of an active and current Sponsor whose membership is complementary based on the level of sponsorship for up to a specific number of memberships. At the beginning of each calendar year and upon receipt of the sponsorship funds, the sponsor company will identify the affiliate members it wishes to designate as a Sponsor Member for that calendar year.
(CD.) Honorary Member: The Board of Directors, at its discretion by two-thirds majority vote, may elect as an Honorary Member, exempt from the payment of annual membership dues, individuals whom it deems deserving of the honor. Honorary Members shall will be entitled to all the courtesies and privileges of Regular Members with the exception of voting or holding office.
(1)Not less than five (5) nor more than ninety (90) days prior to the scheduled annual conference, the Executive Director of the Association will mail or email to all Honorary Members of record an invitation to attend the annual conference.
(2)From year to year, at the option of the Board of Directors, retired Honorary Members, except those who are affiliated with or employed by service providers, (vendors servicing organizationAssociate Mmembers), may be exempt from payment of the annual conference registration fees established for Regular Members. All other fees for activities selected by the Honorary Members and their spouse are not exempt (i.e. golf, alternate activities, spouses fees).
(D.) Not less than five (5) nor more than ninety (90) days prior to the scheduled annual conference, the Executive Director of the Association shall mail or email to all Honorary Members of record an invitation to attend the annual conference. From year to year, at the option of the Board of Directors, retired Honorary Members and spouses, except those who are affiliated with or employed by vendors servicing organization members, may be exempted from payment of the annual conference registration fees established for Regular Members and spouses.
3. Regular membership may be terminated when the Member ceases to be engaged in petroleum energy credit or payments systems work or shall fails to pay dues and assessments within sixty (60) days of the date on which the same became due and payable, or for any conduct likely to endanger the welfare of this Association, and shall will be subject to suspension or cancellation of membership by majority vote of the Board of Directors.
4.Associate membership may be terminated when the Member ceases to be an employee of an active service provider company or organization engaged in or responsible for providing credit support, credit reporting, or collection services to the petroleum energy industry or shall fails to pay dues and assessments within sixty (60) days of the date on which the same became due and payable, or for any conduct likely to endanger the welfare of this Association, and shall will be subject to suspension or cancellation of membership by majority vote of the Board of Directors.
5. Sponsor membership may be terminated when the Member employer ceases to be an active Sponsor or fails to pay the committed sponsorship within sixty (60) days of the date on which the same became due and payable, or for any conduct likely to endanger the welfare of this Association, and will be subject to suspension or cancellation of the membership by majority vote of the Board of Directors.
56. Honorary membership may be terminated at the request of the Honorary Member, or the Honorary Member becomes eligible for Regular or Associate member status, or by a majority vote of the Board of Directors.
67. Membership in the Association may be transferred when the current member no longer meets the requirements under Article IV 2(A.) or (B.), and the transferee is the named successor of the current member. Honorary members may not transfer membership.
ARTICLE V
1. Annual membership dues shall be $175 paid yearly byper for regular and associate each Mmember.sTheMember. The amount of the yearly membership dues can only be changed until such time as this amount is changed by majority vote of the Members assembled at the annual Members meeting or by majority vote of respondents to a membership mailing or by email Board of Directors. Each year, such dues shall be billed to the membership by the Executive Director with a February in January with a February 1st due date.
2. Assessments may be levied by majority vote of the Board of Directors., but in no case shall the assessments in any one calendar year exceed $15.00 per member. ConferenceDirectors. Conference registration fees and annual membership dues shall not be considered asassessments.
32. All dues and assessments shall be due and payable within thirty (30) days after date of billing.
ARTICLE VI
1. The officers (“Officers”) shall will consist of' President, First Vice President, Second Vice President, Treasurer and Secretary and Treasurer. If nominated by the Advisory, Nominations and Elections Committee, and duly elected or appointed in accordance with these By-Laws, an additional Vice President (“Third Vice President”) may also be designated to serve as an Officer of the Association.
2. The Board of Directors (“Board” or “Directors”) shall will consist of the Officers and seven (7) six (6) other members with a two year term and one honorary member (immediate past president) with a one year term.
3. The duties and responsibilities of the Officers and Directors shall will be as follows:
(A.) The President shall be the chief Chief executive Executive officerOfficer. The President shall will have general supervision over the business and affairs of the Association, subject to the control of the Board of Directors, and shall will preside at all meetings of the Members and of the Board.
(B.) The First Vice President shall assist the President in the discharge of official duties, and shall will perform those duties in the absence of the President. The First Vice President shall will also be the Chairperson of the Audit CommitteeEducation Committee and will direct activities of the Education subcommittees (Conference Site Selection, Conference Program, Scholarships, and Member Education) and Chairand Chairperson of the Program Sub-Committee.
(C.) The Second Vice President, and if elected or appointed, the Third Vice President, shall will perform such executive duties as may be assigned by the President or by the First Vice President in the absence of the President, or by the Board of Directors in the absence of both the President and the First Vice President. The President shall appoint, either the Second Vice President or Third Vice President, the additional duty of Association Historian. It shall be the duty of the Historian to research, assemble, and record all available information and historical data of the people, events and happenings of the Association and its members. The cumulative historical files will be passed on each year to the new Historian at the time of appointment. Second Vice President will also be the Chairperson of the Governance Committee and will direct the activities of the Governance subcommittees (Audit, Advisory, By-laws, Resolutions, and Special Projects).
(D.) The Secretary shall keep and maintain all records of the Association, including the membership register, minutes of all meetings of Members and Directors, and shall issue and mail all notices of meetings, membership dues, and such other duties as these By-Laws provide or as the President or Board of Directors may assign.
(ED.) The Treasurer shall will cause to be collected all dues and assessments, have custody and be responsible for all funds of the Association, make disbursements as approved by the President or in his/her absence the First Vice President, Board of Directors, and such other disbursements as reasonably necessary to promptly meet the financial obligations of the Association. The Treasurer shall will render a detailed financial statement at the annual Members meeting. Bank account(s) shall be maintained in the name of the Association in such bank or financial institution as the
(DE.) The Secretary shallwill keep and maintain all records of the Association, including the membership register, minutes of all meetings of Members and Board of Directors, and shallwill issue and mail all notices of meetings, membership dues, and such other duties as these By-Laws provide or as the President or Board of Directors may assign. The Secretary will also be the Chairperson of the Communication Committee and will direct the activities of the Communications Subcommittees (Bulletin, Technology, Historian, Marketing and Branding).
(F) The Board of Directors will have general charge, management, control of the Association’s properties, activities of the organization, and will authorize all major expenditures and disbursements outside of the normal cost of running the Association. In addition, the Board of the Directors will review the financial condition of the Association, the conference budget and make salary adjustments to the Executive Director. Furthermore, it will review the appropriateness of the membership dues and conference registration fees and make the necessary adjustments to maintain the Association’s solvency.
Treasurer may designate. One signature only shall be required to affect withdrawals from such account(s), but the signature of both the Treasurer and President shall be authorized upon such account. The Treasurer shall not invest or commit the Association's funds in any financial instrument for a period in excess of ninety (90) days without approval of the President or the First Vice President should the President be incapacitated.
(F.) The Board of Directors shall have general charge, management, and control of the funds, properties, and activities of the organization, and shall authorize and control all expenditures and disbursements of its funds.
4. By a majority vote of the Board of Directors, The Board may appoint an contract professional services for an Executive Director who will work under the direction of the President and assist the President in conducting the affairs of the Association. The terms of the appointment, duration of this appointment, any subsequent extensions, and remuneration of the Executive Director will be determined by a majority vote of the Board.
(A) The Executive Director will be an Independent Contractor as described under the current Professional Services Agreement (dated November 1, 2015).
(B) The general duties of the Executive Director are those described under the Professional Services AgrementAgreement including but not limited to will be to (i) collect all dues and assessments, (ii) serve as an active member of the Program Committee, (iii) solicit sponsorships or donations, (iv) work with the Membership committee in attracting and retaining members, (v) prepare and cause to be published to the members an annual membership directory, and (vi) assist the President with such executive duties as may be assigned by the President or by the First Vice President in the absence of the President, or by the Board of Directors in the absence of both the President and the First Vice President.
(C) The Association will reimburse the Executive Director for reasonable expenses incurred in conducting Association business. Any expense reimbursement must be approved by the President or the First Vice President in the absence of the President, or by the Board of Directors in the absence of both the President and the First Vice President.
(D) Each year at the Board’s physical meeting during the annual conference, Regular Meeting, the Executive Director will present a report to the Board of accomplishments and conference budget and actual for the previous year. expenses for the year.
5. Nominees for the Association’s Board of Directors and Officersshall will be selected submitted by the Advisory, Nominations and Election Committee as provided in Section 2(CA) (b) of Article VII, and from self-nominations prior to selectionby nominations from the floor at the annual meetings.. The proposed slate of officers and directors will be presented to the membership at least 30 days prior to the annual conference general meeting for electronic voting. The slate of elected Officers and Directors will be introduced at the annual conference. The terms of office for Officers starts after the annual conference and ends at the installation lunch. A staggered Board of Directors will be in place with three (3) new Directors elected each year to serve for two years; thereby replacing the Directors whose terms expire during the same year Annual meeting:Except as provided in Section 5 of this Article, Officers and Directors shall be elected at the annual meetings of the Association by majority vote of the Members present. The terms of office for Officers and the Board of Directors shall be:
President, First Vice President, Second Vice President, and Third Vice President: One (1) Year.
Secretary and Treasurer: Two (2) Years.
One Director who shall be the immediate Past President: One (1) Year.
Other Directors: Three (3) yearsTwo (2) years.
Two (2) new Directors shall be elected at each Members Annual Meeting to serve for the ensuing three years; thereby replacing the two Directors whose terms expire during the same Annual Meeting.
6. In the event of the death or resignation of any Officer or Director except the President, the President shall appoint a member to fill such vacancy for the unexpired term. In the event of the death or resignation of the President, the First Vice President shall become President pro tempore for the remaining portion of the unexpired term. In the event of the death or resignation of the President pro tempore, the Board of Directors, by majority vote, shall will appoint the Second Vice President aselect a successor for the unexpired term.
ARTICLE VII
1. The Board and Association shall conduct its affairs through four standing and ad hoc committees, strategic initiatives, task forces or ad hoc committees as may be established by these By-Laws or by the Board of Directors. The President shall will appoint all standing committees chairs and co-chairs by paring officers and board members. The chairs and co-chairs will appoint the appropriate subcommittee chairs they may deem advisable. Each sub-committee will consist of a chairman chairperson, co-chair and and such other committees as the President may deem advisable. Each committee shall consist of a chairman and such other members as may be designated.
2. The standing four standing committees, their purpose statement, and their respective duties shall beare asfollows:
Governance Committee: Enhance the efficiency and effectiveness of NPECA with an engaged and knowledgeable governing body and efficient operation.
Membership Committee: To Enhance the relevance and value while growing the membership in the association.
Education Committee: Equip members of NPECA with knowledge necessary to maximize area of expertise of trends, regulations and best practices in the profession.
Communications Committee: communicating value and relevance through branding.
(A)Governance Committee:
The Governance Committee will consist of the Association’s Second Vice-President as Chairperson and a Board Member appointed by the presidetpresident as co-chair. It will be responsible for the activities of the following sub-committees: