OPGA BYLAWS
OKLAHOMA PROPANE GAS ASSOCIATION
ARTICLE I
Name and Corporation
Section A. The name of this Association shall be the Oklahoma Propane Gas Association. The Association is incorporated under the general Not for Profit Act of the State of Oklahoma. Hereafter, this organization shall be referred to as OPGA or the Association.
Section B. The corporate seal of this Association shall be a circular disk in which shall be inscribed “Oklahoma Propane Gas Association” and the words “Corporate Seal.”
ARTICLE II
Objectives
Section A. The objectives of this Association are to promote and develop the propane gas industry and to coordinate its activities to the end that it may serve to the fullest possible extent the best interests of the public. This includes to increase the effectiveness of gas service for light, heat, and power; to advance the methods of manufacture, distribution, utilization, sales, and accounting used in the industry; to advance knowledge and learning regarding the propane gas industry and the uses of propane gas; and to cooperate with other organizations to encourage economic advancement, safety, conservation and standardization.
ARTICLE III
Membership
Section A. There shall be three classes of membership: member, associate and honorary.
1. Members of the Association shall have full voting and office-holding privileges. Any person, firm, corporation, or association engaged in the retail sale of propane gas shall be eligible for membership.
2. Associate membership shall be available to any person, firm, corporation, or association not eligible for full membership but interested in the sale, management, manufacture of propane appliances or propane or the installation of propane appliances and equipment. Associate members may not vote or hold office except that the Suppliers Advisory Committee may appoint one associate member to a voting position on the Board of Directors.
3. Honorary membership shall be available to such persons as shall be elected by a two-thirds majority of the Board of Directors in recognition of their personal efforts and outstanding service to the propane gas industry. Honorary members may not vote or hold office.
Section B. Election to membership in the Association shall be accomplished by a majority vote of the Board of Directors.
Section C. Application for and notification of membership shall be made as designated by the Board of Directors. Election to any class of membership or participation is not effective until initial dues have been paid.
Section D. A member of any class may be suspended or expelled from the association for unethical, unprofessional, or disreputable conduct by a majority vote of the Board of Directors. Reinstatement following suspension or expulsion may be accomplished by a majority vote of the Board of Directors.
ARTICLE IV
Dues
Section A. Dues for the Association shall be set forth by the Board of Directors.
Section B. Dues shall be payable on the first day of the first month in each fiscal year of the Association. Billing for dues shall be sent no less than thirty (30) days prior to the due date.
Section C. Dues not received by the due date are held to be delinquent and subject to a late penalty. A member delinquent in dues shall be carried on the membership rolls of the Association for a period of three (3) months, after which time that member shall be considered to have resigned from the Association by reason of non payment of dues. Those who have resigned from the Association by reason of non payment of dues may be readmitted under procedures established by the Board of Directors.
Section D. Dues of a member elected during the third quarter of the fiscal year shall be reduced to one half of the dues for that fiscal year. Dues of members elected in the last three months of the fiscal year shall apply to the dues of the next fiscal year.
ARTICLE V
Fiscal Policy, Budget, Assessments
Section A. The fiscal year of the Association shall be determined by the Board of Directors.
Section B. The budget of the Association shall be set and adopted annually by the Board of Directors.
Section C. The Treasurer or Executive Director shall have the financial affairs of the Association audited annually by a certified public accountant, a committee of three members appointed by the President, or may, at the discretion of the Board of Directors, submit a letter of review from an accountant familiar with financial affairs of the Association.
ARTICLE VI
Officers
Section A. The Officers of the Association shall be the President, a President-Elect, a Past President, four (4) geographically representative Vice Presidents, and a Secretary/Treasurer.
Section B. The President shall be the individual who has just completed a term as President-Elect, unless elected under other provisions described herein. It shall be the duty of the President to convene and preside at all meetings, to act as chairperson of the Board of Directors, and to exercise supervision over the affairs of the Association with the approval of the Board, and perform such other duties as are related to the office.
Section C. It shall be responsibility of the President-Elect to serve on the Board of Directors. The President-Elect shall chair the Program Committee for the Annual Convention and shall perform other such duties as prescribed by the Board of Directors. In the event that the President-Elect is not able to serve out the full term of office, the Board of Directors shall so certify by a majority vote. The Chair of the Nominations and Elections Committee will then initiate the nominations and election process to select a replacement
Section D. The Past President shall be the most immediately retired President. The Past President shall serve as the Chair of the Nominations and Elections Committee and shall perform such other duties as prescribed by the Board of directors. The Past President shall perform the duties of the President in the event of the absence or incapacity of the latter, including the completion of the President’s term of office should that be necessary. In the event that the Past President is unable to complete the President’s term of office or carry out the duties of the Past President, the Board of Directors shall elect one of its members to complete the term and/or fulfill these duties, including those of acting President.
Section E. In the event that both the President and the President-Elect shall be unable to serve to complete their term of office, the Board of Directors shall elect one of its members to serve as presiding officer of the Association until completion of the next regularly scheduled election.
Section F. It shall be the duty of the Secretary/Treasurer to keep the records of the Association and the Board of Directors and be responsible for the official correspondence of the Association, issue of calls, and notices of meetings. It shall also be the responsibility of the Secretary/Treasurer to keep a full record, according to standard accounting procedures, of all money received and disbursed by the Association. In the event that the Secretary/Treasurer shall be unable to complete his/her term of office, the Board of Directors shall elect a successor to serve until the completion of the next election.
Section G. Four (4) geographically representative Vice Presidents shall be elected by the general membership and shall serve as members of the Board of Directors and shall perform such duties as prescribed by the Board of Directors. One Vice President shall be elected from each quadrant of the State as determined by the intersection of Interstate Highway 35 and Interstate Highway 40, based upon each candidate’s place of business.
Section H. Each Officer shall continue to hold office until replaced by a new, duly elected officer. Newly elected Officers shall take office at the Annual Convention of the Association. No Officer shall be eligible to serve more than two (2) successive terms, except that a person elected to an incomplete term to replace an incumbent unable to complete his/her term of office, may then be elected to two (2) succeeding terms of office. The term of office for all Officers shall be for one two year term.
ARTICLE VII
Board of Directors
Section A. Management of the Association and all of its affairs shall be entrusted to a Board of Directors.
1. The Board shall be composed of the Officers of the Association elected under provisions of Articles VIII and IX, the representative of the Suppliers Advisory Committee as outlined in Article III, Section A, Subsection 2, and twelve (12) Directors elected three (3) each from the four (4) quadrants of the State determined by the intersection of Interstate Highway 35 and Interstate Highway 40.
Section B. Board of Directors shall hold such meetings as needed for the efficient conduct of the Association’s affairs and shall hold at least three (3) meetings each year.
Section C. Board members shall be notified of meeting time and place at least one (1) week in advance of the day on which the meeting is to be held.
Section D. Emergency meetings shall be called at the discretion of the President, or when a majority of the Board of Directors makes such a request to the President.
Section E. A majority of the Board of Directors shall constitute a quorum.
Section F. Members of the Board of Directors may not serve in any capacity which may compromise their integrity as members of the Board or which may constitute any conflict of interest relative to the interests of the Association.
ARTICLE VIII
Nominations
Section A. The Nominations and Elections Committee shall solicit nominations by mail for each elective position within the Association. Such solicitation shall be mailed to the members no later than ninety (90) days prior to the Annual Convention of the Association. Nominations shall be made by members under the procedures described herein and shall be closed thirty (30) days following the date of mailing of the solicitation. Up to two (2) nominees for each elective position, determined as described herein, shall be placed in candidacy for these positions after verification by the Nominations and Elections Committee of the nominee’s willingness to serve in the elective position to which he/she has been nominated.
Section B. Each member shall be entitled to nominate one (1) candidate for each elective position. Nominations must be received by the Nominations and Elections Committee in an envelope bearing both the printed name and signature of the nominator. The eligibility of the nominator to enter a nomination shall be verified prior to opening the envelope containing the nomination.
Section C. The nominees for each elective position, other than Director, shall be the two (2) members receiving the highest number of nominations for each elective position who are also willing to serve in that position. In the event of ties, such that both or one (1) of the nominees to a position cannot be determined, the tie(s) shall be resolved by the Nominations and Elections Committee through the random drawing of lots.
Section D. Each member shall be entitled to nominate one (1) individual for each Director position. Nominees for Director positions shall be determined by rank-ordering nominees according to the number of nominations each receives. The number of nominees shall be twice the number of positions to be filled. These nominees shall then be placed on the ballot in alphabetical order and the membership shall vote for as many nominees as there are Director vacancies. Ties shall be resolved as described above for other elective positions.
Section E. Directors representing each of the four (4) quadrants of the State may be nominated only by members residing (business address) in that particular quadrant. Nominees for these Director positions shall be determined by rank-ordering the nominees according to the number of votes each receives. There shall be up to six (6) nominees on the ballot for each quadrant placed in alphabetical order. Eligible voters from that quadrant of the State may vote for as many as three (3). Ties shall be resolved as described above for other elective positions.
ARTICLE IX
Election of Officers, Directors, and Other Elected Positions
Section A. Elections of individuals to each elective position shall take place by mail ballot not less than forty five (45) days prior to the Annual Convention of the Association. The election shall be closed thirty (30) days after the date of mailing of the ballot.
Section B. The ballot shall contain the names of each nominee for elective position listed in alphabetical order for that position. The Nominations and Elections Committee shall set guidelines for the format of the ballot.
Section C. All ballots shall be validated by requiring the printed name and signature of the voter be placed on the envelope to be used to return the ballot to the Nominations and Elections Committee. The Nominations and Elections Committee will verify the validity of each ballot before opening the ballot envelope.
Section D. The nominee for each elective position who receives a majority of the votes cast for that position shall be declared the winner of the election. Election of Directors shall be determined by rank-ordering the nominees according to the number of votes each receives.
ARTICLE X
Meetings
Section A. An annual meeting of the Association shall be held for a governance report to the members. The day and place of the meeting shall be determined by the Board of Directors.
Section B. A quorum shall consist of those members present at the meeting.
Section C. The Rules of Order for all meetings of the Association and all meetings of Board of Directors shall be the latest edition of Robert’s Rules of Order.
ARTICLE XI
Committees of the Association
Section A. The President shall nominate and the Board of Directors approve by a majority vote, chairs of any and all committees deemed necessary to conduct the business of the Association. The chairpersons of such committees shall be held accountable by the Board for the performance of his/her committee. The chairperson and/or the President of the Association shall appoint other such committee members from the membership of the Association as may be required to conduct the business of the committee.
Section B. Committees shall keep current records and submit periodic reports to the Board of Directors.
Section C. Committees shall meet at least annually at the call of the committee chair or the Board of Directors.
Section D. The Standing Committees of the Association shall be:
1. Nominations and Elections Committee. This committee shall be responsible for supervising the balloting connected with nominations and elections.
2. Program Committee. This committee shall be responsible for making arrangements for the Annual Meeting and for programs to be held at the time of the Annual Meeting of the Association.
Section E. The President may appoint special or ad-hoc committee chairs as may be necessary to conduct the affairs of the Association.
ARTICLE XII
Amendments
Section A. Amendments to the Constitution and Bylaws may be adopted at any regularly constituted meeting of the Association by a two-thirds majority of members in attendance.
APRIL 1997
REVISED: MARCH, 2012