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BYLAWS

THE BYLAWS OF THE

ROCKY MOUNTAIN PIPELINERS CLUB

April 14, 2020

ARTICLE I – NAME AND OBJECT

Section 1.1 – Name and Effective Date. 

The name of this organization shall be the Rocky Mountain Pipeliners Club, referred to herein as the “Club”.  These Bylaws shall be effective as of April 13, 2015.

Section 1.2 – Purpose.

The purpose of the Club shall be as a business league promoting the advancement of pipeline engineering, construction, maintenance, and operating practices for the mutual benefit of the members and the industry. 

Section 1.3 – Means.

The means employed for the attainment of the purpose set forth in Section 1.2 shall be meeting for the presentation of appropriate material and discussion of the same, as well as discussion of books, publications, and other items of general interest. In addition, the Club’s purpose will be accomplished through the scholarship of vocational and undergraduate students pursuing certifications or degrees in technical trades, science, technology, or engineering at accredited institutions throughout the Rocky Mountain Region. The Club shall be non-political in character and any minor civic activities will be secondary to the Club’s primary purpose as in Section 1.2 of this Article I.

ARTICLE II – MEMBERSHIP

Section 2.1 – Membership Classification.

The membership of this Club shall be classified as follows:

A.  A Student Member shall be actively pursuing a certification or degree in a technical trade, science, technology, or engineering related to the oil & gas industry, in which case such member may be eligible to pay reduced annual dues at the discretion of the Board. 

B.  An Industry Member shall own pipelines or be actively engaged in design, engineering, construction, operation, or maintenance in the pipeline or related oil and gas industries. 

C.  An Honorary Member shall be one who, at the discretion of the Board, may be eligible to pay reduced annual dues.

Section 2.2 – Membership Qualifications.

The Qualifications for Membership shall be determined by the applicant’s capability, acquired by professional education or practical experience, to engage in engineering, consultation, investigation, evaluation, planning, design, or responsible construction, maintenance, or operation in the pipeline or related oil and gas industries.  The President shall appoint Honorary Members. 

ARTICLE III – FEES AND DUES

Section 3.1 – Applications.

Application for membership of the Club shall be submitted online. Upon receipt of applicable dues for the current fiscal year, an Applicant’s Membership is deemed active. A member’s active status may be revoked if the applicant is deemed unqualified or if the applicant’s conduct would adversely impact the Club through association. Membership in the Club is “at will”, and the Board, at its discretion, with or without cause, may terminate membership status at any time. Upon termination, all applicable dues in receipt of the Club will be forfeited.

Section 3.2 – Dues. 

Dues shall be charged according to membership classification.  Dues are payable in advance and any membership purchased therewith shall expire 12 months from the receipt of such dues unless earlier revoked in accordance with Section 1.1. Payment shall be made online via credit card. Transactions will be processed by a third-party service provider selected by the President. Upon special request, payment may also be made via check payable to the “Rocky Mountain Pipeliners Club” and mailed, via certified mail, to the Club’s presently designated offices.

Section 3.3 – Assessment of Dues. 

Dues shall be assessed by the Board of Directors for each fiscal year.  Fees for lunches, dinners, social events, and training courses shall be paid by each member at the time of such event, or by prior means as otherwise established by the Board of Directors. 

Section 3.4 – Resignation of Membership.

Any Member in good standing who resigns from this Club by notifying the Secretary shall be eligible for reinstatement, and shall be reinstated upon the receipt of dues for the current fiscal year only. 

ARTICLE IV – OFFICERS AND DUTIES

Section 4.1 – President.

The President shall be the Chief Executive Officer of the Club and shall have general supervision of the affairs of the Club.  The President shall preside over all meetings of the Members and of the Board and in the case of a tie vote on any issue, shall have the final tie-breaking vote.

Section 4.2 – Vice President(s).  

The Vice President(s) shall, in the absence of the President, assume the duties of the President.  The Vice President(s) shall be responsible for managing programs (including obtaining speakers) and shall be ex-officio a member of all standing Committees.  At the choice of the President, there may at any time be appointed two Vice Presidents given the scope of the role.

Section 4.3 – Secretary.

The Secretary shall attend all meetings of the Members and of the Board and shall preserve the minutes of the proceedings of all meetings, maintain and distribute the newsletter announcing meetings and Club business and account for Members attending meetings.

Section 4.4 – Treasurer.

The Treasurer shall have custody of all Club funds and shall keep accurate accounts of all receipts and disbursements.  The Treasurer shall disburse funds of the Club as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at regular meetings of the Board and whenever otherwise requested by them an account of the financial condition of the Club, including all the Treasurer’s transactions as Treasurer.  Upon completion of the annual term of office, the Treasurer shall submit an audit of the books and funds of the Club in a manner determined by the Board of Directors. 

Section 4.5 – Term of Office.

Subject to Section 4.6 of this Article IV, officers shall be elected for a term of one (1) year.  Any mid-term vacancies may be filled by the President.

Section 4.6 – Succession Plan.

The President shall serve in that role for a minimum of two (2) years.  In order for a person to qualify for the position of the Club’s President, that person must satisfy one of the following requirements set forth in paragraphs A through C below:

A.  The person must: (i) be responsible for running one of the Club’s events, such as the annual Golf Tournament, for one (1) year; and (ii) serve for at least one (1) year as either the Treasurer or Vice President of the Club.

B.  The person must serve for at least two (2) years as the chair of one of the following Club committees: (i) Scholarship/Mentorship; (ii) The Golf Tournament; (iii) The Clay Shoot; or (iv) The Holiday Party.

C.  The person must: (i)(a) serve for two (2) years as any Officer and (b) receive the approval of the majority of the Board; or (ii)(a) receive a nomination for the position of President by either the current President or a member of the Board and (b) receive the approval of the majority of the Board.

ARTICLE V – BOARD OF DIRECTORS

Section 5.1 – The Board.

The governing board of the Club shall be a Board of Directors, referred to herein as “the Board.”

Section 5.2 – Composition of the Board.

The Board shall consist of: the President, Vice President(s), Secretary, and Treasurer of the Club, and five (5) Directors.  The Board shall have the power to bring any measure before any meeting of the Board and the Committee Chairs for a vote, as provided herein.  The Board shall possess the sole authority to review all proposals to amend these Bylaws and shall have the power to reject the proposals. 

ARTICLE VI – NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS

Section 6.1 – Nominations. 

At the End-of-Year Meeting of the Board and the Committee Chairs, the Directors and Officers shall nominate one or more candidates for each of the Officer Positions and those Director positions whose term is ending that year, provided that any candidate so nominated shall be an active member according to the Membership classifications in Article II, Section 2.1 and shall signify a willingness to accept the nomination.  Nominations can also be made by any Committee Chair orally or in writing, addressed to any Director or Officer, prior to the Semi-Annual Meeting.

Section 6.2 – Evaluation of Nominees.

The Board shall evaluate all nominees for Officers and Directors. 

Section 6.3 – Election of Nominees.

A nominee for any office will be deemed elected if the nominee receives a majority of the votes cast for such office at the Semi-Annual Meeting or End-of-Year Meeting by the Board and Committee Chairs.  A quorum for the purpose of electing nominees for office shall consist of (1) a majority of the Board and (2) a majority of the Committee Chairs.  The President shall have the final vote in the case of any tie.

ARTICLE VII – CONDUCT OF BOARD MEETINGS

Section 7.1 – Meetings.

Regular Meetings of the Board and Committee Chairs, or “Board Meetings” will be held, at least twice per year subject to change according to Section 7.2 below.  Board Meetings shall serve to bring Club leadership together in person to conduct and review the business of the Club, including but not limited to review of budget performance, financial position, officer performance and general direction of the Club as well as address any changes to the leadership of the Club.  Any such meetings shall be conducted by the President or his appointee.  

Section 7.2 – Special Meetings.

A special meeting of the Board and the Committee Chairs may be called by any member of the Board by notification of each member of the Board and the Committee Chairs of the time and place of such meeting, such notification to be provided at least three (3) days in advance of such special meeting.

Section 7.3 – Quorum.

Decisions made by the Board shall require a quorum of the members of the Board, consisting of a majority of the members of the Board.  In the case of a tie on any vote, the President or its appointee shall have the right to cast the final vote.

Section 7.4 – Program for Meetings.

The Program for these Regular Meetings shall be under the direction of the President.

Section 7.5 – Notice.

Notice of Regular Board Meetings shall be provided to all Board and Committee Chairs by an Officer at least six (6) days prior to the Regular Meeting, typically transmitted via email or posted to the Club’s website.

Section 7.6 – Rules of Order.

“Robert’s Rules of Order” shall be the parliamentary standard on all points not covered by these Bylaws for all Club meetings. 

ARTICLE VIII – COMMITTEES

Section 8.1 – Composition of Committees. 

All Committees shall initially be composed of three (3) Members, one (1) of which shall be the Chair of such Committee, who shall be appointed by the President, and two (2) of which shall be appointed by the Chair of such Committee in consultation with the President. A person must be eligible for one of the Membership classifications in Article II, Section 1.1 in order to be a Member of any Committee. 

Section 8.2 – Creation of Committees.

The President shall create Committees. Active committees and current Committee Chairs will be displayed on www.rmpipeliners.org.

Section 8.3 – Committee Chairs.

The Chairs of all Committees shall serve one (1) year terms.  The Committee Chair shall have the power to appoint a Committee Member in consultation with the President if a vacancy should occur during that Chair’s term. 

ARTICLE IX – AMENDMENTS

Section 9.1 – Amendments.

These Bylaws shall be amendable by proper procedure.

Section 9.2 – Procedure.

Proposals to amend the Bylaws of the Club may be submitted to the President in writing.  The President shall transmit any such proposal to the Board who shall consider and vote to accept, deny, amend or conduct further research on all such proposals at the next Board Meeting. The Board may also propose amendments to the Bylaws according to this Section 9.2.

Section 9.3 – Voting.

Proposals to amend the Bylaws shall be passed with a majority affirmative vote of the Board with the President casting the final vote in any tie. 

ARTICLE X – SCHOLARSHIP FUND

Section 10.1 – Scholarship Account.

The Scholarship Fund shall be maintained in an account separate from the Club’s operating account to support the scholarship program.  The Scholarship Fund sources may be donation, fundraising projects, or transfers from the Club’s general funds, all as directed by the President in consultation with the Officers and in accordance with the club’s most recent perating budget approved by the Board.

Section 10.2 – Scholarship Fund.

The scholarship amount and the number and effective dates of the scholarships shall be approved by the Board.  The corpus of the Fund shall be established and then maintained at a minimum of two hundred and fifty dollars ($250.00).

Section 10.3 – Scholarship Committee.

The Scholarship Committee shall recommend the requirements for scholarship award eligibility and the Board shall approve such requirements.

Section 10.4 – Eligible Recipients.

Eligibility for a scholarship shall be determined and voted upon by the Board according to Section 10.3 above and such requirements shall be evaluated and applied without prejudice or bias.

Section 10.6 – Applications.

Applications are accepted, reviewed, and evaluated, and interviews of applicants shall be conducted by the Scholarship Committee. The Scholarship Committee shall obtain the approval of the Board before awarding a scholarship to an applicant.  The frequency of scholarship awards and the amount of any awards shall be established by the Board in consultation with the President.  Scholarship recipients may re-apply for a scholarship for each subsequent academic year, if applicable regardless of prior receipts.

Section 10.7 – Other Activities.

The Club reserves the right to financially support other educational or industry-related activities periodically with funds from the Scholarship Fund, as requested by the President in consultation with the Officers and Committee Chairs and approved by the Board. 

ARTICLE XI – LIABILITY AND INDEMNITY

Except as may be required by Colorado law, the Directors and Officers of the Club shall not be liable to the Club nor to any Member for any actions or omissions taken while acting as a Director or Officer of the Club, or any other entity or company at the request of the Club, unless such actions or omissions constitute willful misconduct or fraud. The Club shall defend, indemnify and hold harmless the Directors and Officers against and from any and all claims, losses, liabilities or damages of any kind incurred as a result of any act or omission taken by the Directors or Officers in fulfillment of their duties (as the Directors and Officers reasonably deem necessary), unless such claim, loss, liability or damage results from the Directors’ or Officers’ willful misconduct or fraud.  Any such indemnification due under this Article XI shall be paid only from the assets the Club, including any applicable insurance coverage, and no Director, Officer or third party shall have recourse against the personal assets of any Director, Officer, Member, or Committee Member, or employee for such indemnification.  The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any Director or Officer may be entitled apart from the provisions of this Article.