The Governance and Bylaws of the
AMERICAN PETROLEUM PROFESSIONALS OF IRANIAN HERITAGE
ARTICLE I: REGISTRATION
─ The Organization shall maintain a registered representative whose address shall be the registered address of the Organization in the State of Texas.
─ Organization’s Name: American Petroleum Professionals of Iranian Heritage (APPIH), the “Organization”
─ Date of Establishment: March 2012
─ Registered in: The State of Texas in April 2013
ARTICLE II: THE ORGANIZATION
─ The Organization is a non-profit, non-governmental, and non-political organization operating in accordance with the provisions of Internal Revenue Service section 501(c)(3). The Organization will hold no bias toward any particular political, ideological, or religious groups. Moreover, the Organization shall not participate in, endorse, or repudiate any political, religious, or ethnic movements.
ARTICLE III: PURPOSE, MISSION, and VISION
The Organization is organized exclusively for educational purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
The Organization is also to provide a social, educational, professional, and networking environment for the American Petroleum Professionals of Iranian Heritage, to promote their values, advance their professional interests in the U.S., and contribute to the petroleum industry.
To establish, facilitate, and promote cooperation and exchange of scientific, educational, and scholarly views amongst its members
To provide professional and educational support to its members
To recognize and promote significant scientific and professional contribution of its members at national level
To conduct educational webinars and hold technical meetings
To facilitate integration of new generation of graduates into the petroleum industry
To promote professional growth and networking for petroleum professionals of Iranian heritage
To participate in other philanthropic activities in accordance with APPIH’s mission and vision, and subject to the approval of the general membership and Board of Directors
To make the APPIH Organization the premier society of petroleum professionals of Iranian heritage
ARTICLE IV: ORGANIZATIONAL STRUCTURE
The Organization shall be governed by its Board of Directors. The Board of Directors, which is also the executive body shall consist of nine members who have been sanctioned by the nominating committee. The term of office for Board
of Directors is 3 years. One third of the Board members rotates out each year and shall be replaced by new directors through the election process.
The Board of Directors shall hold four quarterly meetings (face to face or virtual) at a time and place as the Board of Directors shall by resolution prescribe. The Board of Directors may also by resolution prescribe the time and place of other meetings as needed. Presence of two thirds of the Directors in the office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Proxies shall not be permitted. All meetings of the Board of Directors shall be chaired by the president and conducted according to Robert’s Rule of Order.
Any vacancy occurring in the Board of Directors prior to the expiration of the term shall be filled by appointing a person, by the remaining members of the Board of Directors. A Director so appointed to fill a vacancy shall hold office for the unexpired term of his/her predecessor.
Directors may be re-elected for a maximum of two terms.
A Director may resign from the Board of Directors at any time by giving a notice of his/her resignation in writing addressed to the President. Except as otherwise provided by law, at any meeting of the Board of Directors called expressly for that purpose, any Director may be removed, with or without cause, by the vote of two thirds of the Directors then in office.
Members of the Board of Directors shall not receive any salaries and compensations for their services but may be reimbursed for reasonable expenses.
The composition of the Board of Directors shall be as follows:
President is the spokesperson for the Organization and represents the collective views of the Board of Directors.
President-Elect represents the President in his/her absence, works closely with the active committees, and supervises the employees of the Organization.
Past-President is in charge of administration of by-laws and provides continuity in conducting the affairs of the Organization. The Past-President chairs the nominating committee
Membership Director is in charge of recruitment, collection of dues, membership projects, annual membership meetings, conferences, social gatherings, and scholarships and grants.
External Affairs Director is in charge of developing contacts with other organizations including state and government agencies, public affairs issues, announcements, web site management, and external projects including interaction with educational institutions.
Internal Affairs Director is in charge of internal issues of the organization including financial records and plans, administration of by-laws, and long term programs.
Treasurer is in charge of finances, accounting, and annual reports including preparation and filing of financial reports to agencies, preparation of operating plan and budget requirements.
Program Director is responsible for scheduling and inviting speakers for technical and educational presentations.
Secretary arranges for the meetings of the Board and keeps the minutes of the Board of Directors’ meetings, maintains the membership list, and prepares the annual report of the Organization.
ARTICLE V: ELECTION OF THE BOARD MEMBERS
─ After the official registration of the Organization, the members of the first Board of Directors (except the Past-President) shall be elected by a special majority vote of the Founding Members of the Organization. To allow for proper future rotation of the members of the Board, some members shall serve terms of 2, 3, or 4 years per determination by the Founding Members.
─ For the future annual elections, a nominating committee, consisting of 3 members who are not candidates for any Board positions and represent different geographical areas, shall supervise the election of candidates for the vacant positions in the Board of Directors. The Past-President chairs the nominating committee.
─ Directors must have been in good standing for at least six months prior to the election, have been active in one of the committees, and have been sanctioned by the nominating committee.
─ Directors are elected by the general membership and can serve in that position for 3 years. The elections shall be held in November of each year for the vacant positions. Qualified members can vote for the candidates via confidential emails sent to the chairman of the nominating committee. Results of the election shall be communicated to the general membership via email and the Organization’s web site.
ARTICLE VI: COMMITTEES
─ Board of Directors may form various ad hoc committees, such as nominating committee, website committee, or scholarship committee based on recognized needs of the Organization.
─ Each committee shall be chaired by a member of the Board of Directors.
─ Nominating committee will be chaired by the Past-President and its members are appointed by the Board of Directors.
ARTICLE VII: MEMBERSHIP
─ Membership consists of the following five categories:
Full Members are full-time industry or academic professionals engaged in the oil and gas related disciplines, can vote and be nominated for a position in the Board of Directors.
Associate Members are part-time professionals engaged in the oil and gas related research, education, consulting, or operations. They can vote but may not be nominated for a Board’s position.
Emeritus Members are “Full Members” with 25 years or more experience who have officially retired from the industry, academic, or research organizations. Emeritus Members would continue with their voting rights and may run for a Board of Directors’ position.
Student Members are those who are pursuing oil and gas related academic degrees at schools in North America. They can vote but may not be nominated for a Board’s position.
Honorary Members are oil and gas professionals with significant contributions to the industry and the community. They can vote and may be nominated for a Board’s position.
─ Membership Privileges
Included in the membership invitation, there shall be a clause clarifying that the Organization, by the decision of the Board of Directors, may rescind the membership of any individual whose unprofessional activities are not aligned with the Purpose, Mission, and Vision of the Organization.
─ Membership dues will be determined by the Board of Directors.
ARTICLE VIII: FINANCES
─ The fiscal year of the Organization shall begin on the first day of January and end on the last day of December of each calendar year.
─ The Organization shall keep accurate and complete books and records of all proceedings of the committees. All such documents shall be virtually available to the Board members via a special secure link on the Organization’s web site.
─ The sources of funding will be from membership dues, tax deductible gifts to the Organization, fund raisings, and revenues from annual conferences, educational and social events.
─ The Board of Directors may authorize any officer(s) of the Organization, to enter into a contract or execute and deliver any instrument or document in the name and on behalf of the Organization.
─ All checks or drafts for the payment of money, notes, or other evidences of indebtedness issued in the name of the Organization, shall be signed by the Treasurer and another officers.
─ All funds of the Organization shall be deposited to the credit of the Organization in the bank or the trust company as designated and approved by the Board of Directors.
The Board of Directors may accept on behalf of the Organization any contributions, gifts, or bequest for the general purposes or for any special purpose of the Organization. Such contributions, gifts, or bequests shall be in conformity with the laws of the United States, the State of Texas, and any other relevant jurisdiction. To preserve the identity, purpose, vision, and the mission
─ of the Organization, gifts and contributions from any political or religious organization shall not be accepted.
─ An operating budget plan shall be submitted to the Board of Directors by the Treasurer and Internal Affairs Director for approval. This submittal shall take place at the last meeting of the Board prior to the fiscal year for which budget approval is sought.
ARTICLE IX: EMPLOYEES
─ The Organization may employ the services of a full or part time business manager, web master, and other service personnel subject to the approval of the Board of Directors and availability of funds. Employees of the Organization report to the President-Elect.
ARTICLE X: AMENDMENTS
─ The Bylaws may be altered, amended, or repealed by the approval vote of more than two thirds of the members of the Board of Directors. Such changes shall be posted on the Organization’s website within 5 days after Board’s ratification.
ARTICLE XI: ORGANIZATION DISSOLUTION
─ The Organization may be dissolved by the approval vote of more than three forth of the members of the Board of Directors.
─ Upon the dissolution of this Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.