Articles of Organization

ARTICLE I

Name and Objective

Section 1.

The Name of this organization shall be The Pipe Liners Club of Tulsa.

Section 2.

The Purpose of the Club shall be the advancement of the pipeline engineering, maintenance, and operating practices for the mutual benefit of the members and the industry.

Section 3.

The Means employed for the attainment of this purpose shall be meeting for the presentation of appropriate papers and discussion of the same, as well as discussions of books, publications, and other items of general interest. The Club shall be nonpolitical in character but may cooperate in civic enterprises.

ARTICLE II

Membership

Section 1.

The Membership of this Club shall be classified as follows:

A) An Industry member shall be actively engaged in design, engineering, construction, operation, or maintenance in the pipeline or related oil and gas industries.

B) A Supplier Member shall be actively engaged in the sale of equipment, material, or services in the pipeline or related oil and gas industries.

C) A Hall of Fame Member shall be one who through many years of work devoted to the pipeline industry has made substantial contributions to the industry.

D) A Retired/Inactive Member shall be a person who has been an active member, but who has moved from the Tulsa Area or retired and yet desires to maintain membership in the Club.

E) A Press Member shall be a person connected with a publication reporting on pipeline activities.

F) A Student Member shall be enrolled as a college student in a program that will allow the student to become actively engaged in the pipeline industry upon graduation.

G) A Past President shall be one who has served as a former president of the club.

Section 2.

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 the responsible supervision of construction, maintenance, or operation in the pipeline or related oil and gas industries. The Board of Directors shall elect Hall of Fame Members.

Section 3.

Application for Membership shall be made online as prescribed by the Officers of the Club, and said application may be referred to the Membership Committee for approval or rejection. The Membership Committee shall have the sole power to accept or reject the applicant.

ARTICLE III

Fees and Dues

Section 1.

Upon receipt of a completed application and applicable dues for the current fiscal year, an applicant’s membership is deemed active.

Section 2.

Dues shall be payable in advance on the first day of each fiscal year, which shall begin August 1, or at such times as the Board may direct.

Section 3.

Dues shall be assessed by the Board of Directors for each fiscal year.

ARTICLES IV

Officers and Duties

Section 1.

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. The President shall have power to appoint all standing Committees and shall be Chairman of the Membership Committee.

Section 2.

The Vice President shall, in the absence of the President, assume the duties of the President. The Vice President shall function as ex-officio Member of all standing Committees.

Section 3.

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 requested by them, an account of the financial condition of the Club. The Treasurer shall also serve as Secretary in absence of the duly elected Secretary. 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.

The Secretary shall attend all meetings of the Members and of the Board and shall preserve the minutes of the proceedings of all meetings and shall perform such other duties as may be delegated to the Secretary by the Board.

Section 5.

Board of Directors – The Board of Directors shall function as an Advisory Committee to the Officers of the Club, shall function as the Nominating Committee, and shall have the power to bring any measure before the Board for vote. The Board shall also review all proposals to amend the Articles of Organization of the Club and shall have the power to reject the proposals or accept the proposals based on a majority vote of the nine person Board.

ARTICLE V

Board of Directors

Section 1.

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

Section 2.

The Board shall consist of: The President, Vice President, Secretary and Treasurer of the Club, and, Five (5) Directors. No more than four (4) of the nine (9) board members may be supplier members. Four (4) of these Directors shall be elected for a term of two (2) fiscal years. The fifth Director will be the immediate past President of the Club, and will serve a term of one (1) year as a Director. Two (2) of the four (4) elective Directors shall be elected annually.

Section 3.

The Annual Meeting of the Board shall be held prior to the first monthly meeting of the new fiscal year. The Semi-Annual Board Meeting shall be held each January. A special meeting of the Board may be called by any Member of the Board by notification of each member of the Board of the time and place thereof.

Section 4.

A quorum of the Board shall consist of a majority of its members.

ARTICLE VI

Nomination and Election of Officers and Directors

Section 1.

At the Semi-Annual Meeting (Jan) of the Board, the Directors and Officers shall nominate one or more candidates for each of the Secretary and two Directors positions, provided that any candidate so nominated shall be an active Member of the Club and shall signify a willingness to accept the nomination.

Nominees can also be made by any active member in writing to any Director or Officer prior to the semi-annual meeting.

Section 2.

Directors and Officers shall evaluate all nominees for Secretary and Directors and Elect by Majority vote of the Directors and Officers present.

Section 3.

Upon election to the Secretary position the member shall serve tenure of office for one year.

Upon completion of the Secretary position, the current Secretary will automatically assume the office of the Treasurer.

Upon completion of the Treasurer position, the current Treasurer will automatically assume the office of the Vice President.

Upon completion of the Vice President position, the current Vice President will automatically assume the office of the President.

Section 4.

In the event any Officer or Director cannot complete the required Duties, the Officers and Board shall appoint a replacement.

Section 5.

Newly elected Officers and Directors will take office August 1.

ARTICLES VII

Conduct of Meetings

Section 1.

Regular Meetings – Dinner meetings will be typically held on the third Monday in each month.

Section 2.

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

Section 3.

The Time and Place for each meeting shall be under the direction of the President.

Section 4.

Notice of Regular Meetings shall be provided to all active Members by the Secretary at least six (6) days prior to each meeting.

Section 5.

Parliamentary Standard – "Roberts Rules of Order" shall be the parliamentary standard on all points not covered by the Constitution.

ARTICLES VIII

Committee

Section 1.

The Membership Committee shall be composed of three (3) Members, two (2) of whom shall be appointed by the President. The President shall be the Chairman of the Membership Committee.

Section 2.

Board can determine Adhoc Committees as needed.

Section 3.

The Scholarship Committee shall be composed of three (3) Members, appointed by the President. The Scholarship Committee shall select a Chairman.

ARTICLE IX

Amendments

Section 1.

The Article of Organization shall be amendable by proper procedure.

Section 2.

Proposals by Members to amend the Articles of Organization of the Club may be submitted to the Board in writing. The Board shall consider all proposals, and the person(s) making the proposal shall be notified of the Board's opinion in regard thereto not later than three (3) months thereafter. The person(s) making the proposal may then withdraw the proposal, accept any change suggested by the Board, or insist on the original form, sending their decision to the President for submission to the Membership. The Board of Directors may propose amendments to the Articles of Organizations.

Section 3.

Proposals to amend the Articles of Organization shall be passed with a two-thirds affirmative vote of the members present at a regularly scheduled board meeting.

ARTICLE X

Scholarship Fund

Section 1.

The Scholarship Fund shall be maintained to support the scholarship program. Fund sources may be donation, fund raising projects, or transfers from the Club's general funds, all as directed by the Board of Directors.

Section 2.

The scholarship amount and the number and effective dates of the scholarships shall be approved by the Board of Directors. The corpus of the Fund shall be maintained at a minimum of $4,000.

Section 3.

Scholarship award eligibility shall be limited to relatives of the Pipe Liners Club of Tulsa's members in good standing. (A member in good standing for scholarship purposes shall have paid dues for the current and previous fiscal year. In addition, the sponsoring member must have attended a minimum of six (6) meetings / events (with at least 3 being monthly meetings), evidenced by signature and attendance records during the previous and current fiscal year of the review of his/her relative's application). For additional details regarding eligibility, please see the current year’s scholarship application.

Section 4.

The recipient shall be a second year or greater undergraduate or graduate student. First year undergraduate students are not eligible to receive a scholarship. The scholarship recipient shall attend an accredited college or university. No restriction shall be placed on the recipient's degree program. Recipients may only receive scholarships for a maximum of four (4) years. The awards are designed to be paid in arrears for the previously completed eligible year.

Section 5.

Scholarship evaluation criteria will include the applicant's scholastic record, financial support need, and outside activities, such as social, church, service organizations, societies, sports, and so forth.

Section 6.

Applications are accepted, reviewed and evaluated, in March/April of each year for presentation to the Board of Directors for approval.

Section 7.

Club reserves the right to financially support other educational (industry-related) activities periodically as approved by the board of directors. The funding support is not to exceed 10% of the available scholarship fund per year.