API Constitution and By-Laws

CONSTITUTION
Delta Chapter - American Petroleum Institute
Adopted May 28, 1997

ARTICLE I - NameThis organization shall be known as the Delta Chapter of the American Petroleum Institute and is sponsored by the Exploration and Production Department of the American Petroleum Institute.

ARTICLE II - ObjectThe object of this organization is to foster a spirit of cooperation among those directly engaged in the production of oil and gas by promoting a free exchange of ideas among members and other interested parties.

Awareness of factors affecting our industry, both internally and externally, is important to our constituency for a proper understanding of the environment within which we work. It is the responsibility of our industry to educate its members and community as well as promote technology, preserve the environment and provide adequate energy supply.

Therein lies the purpose of the Delta Chapter. Our program is designed to be interesting and informative to the membership no matter which function of the industry they represent. Activities with local schools and public organizations enhance our professional image, promote goodwill, enhance community education and attract new participants into our industry.

ARTICLE III - Officers

Section 1. The officers of this organization shall be (1) Chairman, (2) First Vice-Chairman and Chairman-Elect, (3) Second Vice-Chairman, (4) Third Vice-Chairman, (5) Secretary, (6) Treasurer, and (7) Immediate Past Chairman.

ARTICLE IV - Advisory Committee

The advisory committee of this organization shall be composed of twelve members holding office for two consecutive years. Six members shall be elected each year, as prescribed by the by-laws.

ARTICLE V - Executive Board

The officers and the advisory committee of this organization shall constitute the Executive Board which shall transact routine business, fill vacancies in office between normal elections, recommend policies to the chapter and act for the chapter between regular or called meetings of the membership.

ARTICLE VI - Governing Regulations

The chapter is expected to abide by all rules and regulations established by the American Petroleum Institute for the guidance of its affiliated chapters, including API policy prohibiting discrimination because of an individual's race, color, creed, age, sex or national origin.

ARTICLE VII - Quorum

Section 1. Fifteen percent of the membership, or twenty members, whichever is smaller, shall constitute a quorum at meetings of the full organization.

Section 2. One-third of the members of the Executive Board shall constitute a quorum at the meetings of that board.

ARTICLE VII - Dissolution

Upon dissolution of this chapter, the assets remaining after the payment of all indebtedness shall be distributed to such of the organizations to which an organization exempt under the provisions of Section 501(c)(6) of Internal Revenue Code, as amended, can distribute assets as the Executive Board in office at the time of dissolution shall determine Chapter records and files will be sent to the API Exploration and Production Department office for safe-keeping, or they may be stored locally with a responsible member of the industry.

ARTICLE IX - Amendments

The Constitution may be amended at any regular meeting by an affirmative vote of two-thirds of the members present and voting, provided the proposed amendment shall have been presented to the membership, in writing, at least five days prior to the meeting.

BY-LAWS
Delta Chapter - American Petroleum Institute


Adopted March 21, 1978
Amended November 20, 1984
Amended September 17, 1985
Amended March 22, 1995
Amended May 28, 1997
August 13, 2013

 

ARTICLE I - Membership

Section 1. General Membership in this organization shall be open to those engaged in, or interested in, the petroleum or an allied industry in the Louisiana Coastal region, including, but not limited to, the parishes of Orleans, Jefferson, St. Bernard, Plaquemines, St. Charles, LaFourche, Terrebone, and St. Tammany.

ARTICLE II - Dues

Annual dues as recommended by the Executive Board shall be payable by  January 31st and delinquent following March 31st. Although the fiscal year of the Delta Chapter begins January 1st and ends December 31st, dues collection for the year begins with the annual General Membership drive and golf tournament in the preceding year.

ARTICLE III - Meetings

Section 1. General Membership Meetings shall be held as scheduled by the Executive Board.  There shall be at least three General Membership Meetings each year.  General Members shall be notified of each meeting at least two weeks prior to the General Membership Meeting.  General Members may make a petition at any General Membership Meeting.  Such petition shall be put to vote of the General Members if it has at least five signatures from active General Members.  Such petition shall be deemed to be passed upon 51% of the General Members present.

Section 2. The January Executive Board Meeting shall be the annual meeting for the reports of officers, installation of new officers and any other business that may properly come before such a meeting.

Section 3. A special Executive Board Meeting may be called at any time by the Chairman or a majority of the Executive Board present and voting, provided notice of same is sent to each Executive Board Member at least five days in advance of the date of the special meeting.

Section 4. The Executive Board shall meet for the transaction of business prior to each regular meeting of the Chapter. Additional meetings will be held on alternate months or more often at the discretion of the Chairman or the Executive Board.

ARTICLE IV - Nomination and Election of Officers

Section 1. A nominating committee shall be appointed by the Chairman before August of each year, with the Chairman serving on that committee and the Chairman-Elect serving as Chairman of that committee, if available for that service. Committee members should come first from active past-chairmen, followed by others not likely to be candidates for office or the Advisory Board. Nominations may be made from the floor following the presentation of the report of the nominating committee.

Section 2. Officers and Advisors shall be elected annually at the November Executive Board Meeting to serve terms beginning with installation at the January meeting. A majority of those present and voting constitutes election.

Section 3. No member may hold more than one office at a time.

ARTICLE V - Duties of Officers

Section 1. The Chairman shall preside at all meetings of the Chapter and Executive Board, appoint committees, assign portfolios or job functions and perform such other duties as may pertain to the office.

Section 2. The three Vice-Chairmen will be assigned areas of responsibility by the chairman with the approval of the Executive Board. The First Vice-Chairman (and Chairman-elect) shall perform all the duties of the Chairman's office in the Chairman's absence. The Second and Third Vice-Chairman will assume the duties of the Chairman as necessary in the order of succession designated by their titles. The Second Vice-Chair shall be in charge of the Program committee and shall be responsible for identifying and confirming speakers and for all meeting arrangements.  Third Vice-Chairman will be responsible for membership records.

Section 3. The Secretary shall keep a record of all proceedings of the Chapter and the Executive Board, attend to all correspondence- and supply local activity reports to National API as required.

Section 4. The Treasurer shall prepare a proposed budget for board approval- he will maintain all financial records, report status of treasury as required by the Executive Board, sign all checks for disbursements within the approved budget, receive all income to the Chapter and hold same for safe-keeping and maintain checking and investment accounts as directed by the Executive Board.

Section 5. The Advisors will serve on the Executive Board, generate new ideas and accept portfolio or committee assignments that might include membership meeting programs, finance, golf tournament, clay shoot tournament, joint chapter conference, newsletter, meeting venue and registrations, membership (including records of same), teacher awards, continuing education, public relations, awards and recognition, community participation, member entertainment functions, operating company involvement, parliamentarian and By-Laws, children's museum, other organization liaison, nominations, board surveillance, long-range planning and such other activities as designated by the Chairman with the approval of the Executive Board.

ARTICLE VI - Amendments These By-Laws may be amended at any General Membership Meeting by an affirmative vote of two-thirds of the General Members present and voting provided that the proposed amendments shall have been presented to the General Membership, in writing, at least five days prior to the regular meeting.

ARTICLE VII - Parliamentary Authority Executive Board meetings will generally be informal; however, Robert's Revised Rules of Order shall be implemented if requested by a member of the Executive Board Members.Explanation of ChangesDelta Chapter API By-Laws (and Constitution)

Constitution: (All of these items are in Delta Chapter By-Laws, currently):

Article I - Cosmetic, converted to wording suggested by National API.

Article II - Combines National suggested first paragraph, followed by previous Delta Chapter paragraphs.

Article III - Revision- provides for Third Vice-Chairman and for the First Vice-Chairman also being named "Chairman-Elect"

Article IV - Cosmetic- converted to wording suggested by National API.

Article V - Cosmetic- adopted from National API suggested wording, yet conforms to Delta Chapter procedures of past seven years.

Article VI - Cosmetic- converted to wording suggested by National API.

Article VII - Revision- current Delta Chapter requires only 10 members for quorum of full membership and one-third of members for Executive Board.

Article VIII - Revision- converted to wording suggested by National API in order to ensure proper IRS treatment- current Delta Chapter specifies funds going to "an educational institution which provides education or training in petroleum-related areas (as directed by the Executive Board)".

Article IX - Cosmetic- converted to wording similar to National API.

By-Laws

Article I - Cosmetic- converted to wording similar to National API.

Article II - No change from current Article IX in Delta chapter.

Article III - Revised to delete "at noon on the third Tuesday", - also revised to provide that notices be "sent" rather than "mailed", - quorum now specified in Constitution as revised.

Article IV - Revised to provide for nominating committee appointed before August and suggesting that Chairman-Elect be Chair of committee- it also suggests leaning to the Chairman and Past-Chairmen for committee members. Current By-Laws make no provision for nominating committee.

Article V - Chairman - revised to fit National API description. Deletes function of "co-signing checks", "representing Delta Chapter", Chairing nominating committee" from current By-Laws. Vice-Chairman revised to provide for three instead of two and to have duties as specified by Chairman/Executive Board. Also provides for chain of succession. Current By-Laws specifies that Vice-Chairman handle "Program" and "Membership". Secretary - revised to include also activity reports to National API, as per current practice. Treasurer - cosmetic- wording closer to National API description. Advisors - revised to also enumerate many suggested portfolios or committee assignments, without making any mandatory and allowing the flexibility needed to implement the current organizational changes being considered.

Article VI - No change from current Delta Chapter, Article XI.

Article VI - Cosmetic- use Robert's Revised Rules of Order.