By-Laws

BY-LAWS
(as amended December 15, 2006)

ARTICLE I

The name of the Association shall be the “Kentucky Oil & Gas Association, Inc.”, and the object and purpose of the Association shall be as set out in Article III, paragraph 2, of the Articles of Incorporation, which reads as follows:

“The nature of the business and the objects and purposes to be transacted and carried on shall be that of obtaining and disseminating to the members of this Association, reliable information in regard to the oil and gas operations, production and activities in the Kentucky fields, as well as elsewhere; to promote and advance the interests of the members of this Association in an impartial and businesslike manner, in order to bring about the best results to its members; to harmonize, regulate and control opposing or conflicting interests; to take such steps in regard to legislation as may be necessary to the proper protection and advancement of the interests of the members of this Association; and to disseminate reliable and trustworthy publicity in regard to the conditions of development and operations in the various fields, and particularly in the Kentucky oil and gas fields industry in the State of Kentucky.”

 
ARTICLE II

Any or all persons having any interest in the oil and gas industry in any manner, either financially or by employment, or by aiding in any way whatsoever in the advancement or promotion of the welfare of the industry shall be eligible for membership in this Association. The Board of Directors shall determine eligibility in this Association if any questions arise as to the eligibility of any person.

 
ARTICLE III

The annual minimum membership dues for corporations shall not be less than Four Hundred Dollars ($400.00) a year; for partnerships not less than Two Hundred Twenty Five Dollars ($225.00) a year; for individuals not less than One Hundred Fifty Dollars ($150.00) a year; and for students Twenty-Five Dollars ($25.00) a year.

The amount of annual membership dues to be paid by each company, partnership or individual shall be fixed by agreement between such entity or individual and the Executive Committee, it being intended that each member shall contribute to the cost of maintaining the Association in fair proportion to its interests in the Commonwealth of Kentucky. Payment of dues shall entitle each member at all general membership meetings of the Association to cast one vote per One Hundred Fifty Dollars ($150.00) of dues paid, but not to exceed ten (10) votes per member.

All applications for membership shall be made to the Secretary, or any member of the Membership Committee, and shall be effective as soon as the applicant’s membership dues shall have been established by agreement of the applicant and the Executive Committee and paid by the applicant.

The Board of Directors shall have the right to award “Emeritus Membership” to any individual who meets all the following qualifications:

1)     Long term membership in the Association
2)     Significant and meritorious contributions to both the oil and gas industry and the Association.
3)     Retirement from active retirement in the industry
4)     Nomination from a member of the Board
5)     Recommendation for approval by the Membership Committee
6)     Approval by affirmative vote of the Board of Directors

Upon receipt of “Emeritus Membership”, an individual shall be entitled to all the rights and privileges of membership in the Association and shall be relieved of any obligations to pay membership dues. “Emeritus Membership” shall remain in effect for the lifetime of the member upon whom it is conferred.

 
ARTICLE IV

The affairs of the Association shall be conducted by a Board of Directors which shall consist of a minimum of twenty-nine (29) persons, including (a)  twenty (20) persons who shall be elected by the general membership at the Annual Meeting of the Association each year, to hold office for one (1) year, or until their successors are elected and qualify, and (b) those persons who constitute the Executive Committee, and (c) all past presidents who are current in their dues to the Association.

Regular annual meetings of the Board of Directors shall be held on the date of the Annual Meeting of the Association. Special meetings of the Board of Directors may also be held upon three (3) days notice, at any time and place designated by the President of the Association and not less than five (5) Directors.

 
ARTICLE V

The officers of the Association shall be a President, the Immediate Past President, a President- Elect, four (4) Regional Vice-Presidents, a Secretary and a Treasurer.

The officers shall be elected by a majority vote of the Directors and shall hold office for the term of their respective offices or until their successors are elected and qualify. The President and the President-Elect shall serve for a term of two (2) years or until their successors are elected and qualify. The remaining officers, except the Immediate Past President, shall hold office for one (1) year or until their successors are elected and qualify. Unless a former is unable or unwilling to serve as Immediate Past President, the Immediate Past President’s term of office shall coincide with that of the President.

A President shall not serve more than one term of the two years continuously, unless as President-Elect he is required to serve the unexpired term of the former President. A former President shall not be eligible for re-election as President-Elect for a period of two (2) years following the end of his term as President. Regional Vice-Presidents shall not serve for more than four (4) years continuously, after which they shall not be eligible for re-election for a period of two (2) years.

The four (4) Regional Vice-Presidents shall be elected to represent one (1) of the four (4) regions of the Commonwealth of Kentucky as designated by the Board of Directors. It is recognized as desirable, but not mandatory, that the four (4) Regional Vice-Presidents shall reside or have operations within the region they are elected to represent. No officer of the Association shall receive any compensation for the duties they perform.

 
ARTICLE VI

The duties of the officers shall be:

PRESIDENT: The President shall preside at all meetings of the members and at all meetings of the Directors and sign the records thereof and perform generally all of the duties performed by the President of like corporations and such further and other duties as may be, from time to time, required of him by the members of the Association or the Directors. He shall the Chief Executive Officer of the Association and shall have supervision and control of the affairs of the Association and of all other officers and employees of the Association.

PRESIDENT-ELECT: The President-Elect shall serve as chairman of the Event Planning/Public Relations Committee and shall oversee the Nominating Committees. The President-Elect shall assist the President as requested, and shall be responsible for becoming familiar with the Association and the duties of the President. In the absence of the President, or in the event of his death or resignation, inability or refusal to act, the President-Elect shall serve until the return of the President or until the next annual meeting, at which time the President_Elect shall become President for a two (2) year term.

VICE-PRESIDENTS: The Regional Vice-Presidents shall assist the President as required by him and serve as members of the Executive Committee. The Regional Vice-Presidents shall each oversee two (2) of the standing committees, with the chairman of said committees reporting directly to them. The Regional Vive-Presidents shall be responsible for coordinating the various committees’ activities with the President and the Board of Directors. Each Regional Vice-President shall conduct meetings with the KOGA members residing and operating within his region, shall work to increase membership in that region, and shall assist with quarterly or annual meetings held in that region. In the event of the President-Elects death or resignation, inability or refusal to act, the Board of Directors shall designate one of the Regional Vice-Presidents to serve as President-elect for the remaining portion of the term of the former President Elect, at which time the President-Elect shall become President for a two (2) year term.

IMMEDIATE PAST PRESIDENT: The Immediate Past President shall serve as a member of the Executive Committee and Chairman of the Nominating Committee and fulfill other duties as required of him by the Board of Directors.

SECRETARY: The Secretary shall keep records of all the proceedings of the members meetings and Directors meetings of the Association and make a proper record of the same, which shall be attested by him. He shall keep such books as may be required of the Board of Directors and shall have charge of all the papers and property of the Association and generally perform such duties as may be required of him by the members, the Executive Committee or Directors and, at all times, under the supervision of the President.

TREASURER: Treasurer shall receive and have charge of the monies of the Association and shall do with the same as may be ordered by the Board of Directors or the Executive Committee. The Treasurer shall keep financial statements as may be required and shall generally perform such duties as may be required by the members, directors and Executive Committee. The Treasurer shall issue all checks on behalf of the Association (on amounts which exceed One Thousand Dollars ($1000.00), such checks shall be countersigned by a member of the Executive Committee or Board of Directors designated by the Board of Directors). On the expiration of the term of his office, the Treasurer shall turn over to his successor or to the Board of Directors all property, books and money of the Association in his hands.

 
ARTICLE VII

An Executive Director shall be appointed by the Board of Directors and shall be the administrator and general manager of the Association. The Executive Director shall be under the immediate direction of the Board of Directors and the Executive Committee. The Executive Director shall be responsible for administrating the day-to-day business of the Association and shall recommend courses of action to the Board of Directors and Executive Committee. The Executive Director is authorized to hire, discharge and determine the salaries of clerical employees within the guidelines and pursuant to procedures established by the Board of Directors and the Executive Committee. The Executive Committee shall fix the compensation of the Executive Director. The Executive Director may also serve as Treasurer, and, as such, shall carry out the duties of the Treasurer as set out in Article VI

 
ARTICLE VIII

The funds of the Association shall be deposited in such banking institutions as the President shall designate and shall be withdrawn from said banking institution in the following manner:

1)     Any check, except payroll checks, in amounts of One Thousand Dollars ($1000.00) or less may be signed solely by the Executive Director of the Association.

2)     Payroll checks and checks in amounts in excess of One Thousand Dollars ($1000.00) shall be signed by the Treasurer of the Association and countersigned by the Board designated member of the Executive Committee of the Board of Directors.

3)     In the event of the Executive Director’s absence or inability to act, the Board of Directors shall designate a member of the Executive Committee or Board of Directors to sign checks, except payroll checks, in amounts of One Thousand Dollars ($1000.00) or less.

The Executive Director shall present, on a monthly basis, a check register to the member of the Executive Committee or Board of Directors designated by the Board to countersign. Bond is to be furnished by the Executive Director and the Treasurer in such amounts as may be determined by the Board of Directors and the cost or premium for any such Bond shall be borne by the Association.

 
ARTICLE IX

The President, the President-Elect, the Immediate Past President, the four (4) Regional Vice-Presidents, the Secretary and the Treasurer shall constitute the Executive Committee, of which the President shall be Chairman. The Executive Committee shall have the management and conduct of the routine business of the Association at all times, subject to the supervision of the entire Board of Directors. Such Executive Committee is authorized to hire and discharge employees and make all contracts in the ordinary course of conducting the affairs of the Association and do all things necessary and incident thereto. The Executive Committee shall make a report at the regular meeting of the Board of Directors and at any other time requested by the Board of all business transacted by it.

 
ARTICLE X

COMMITTEES: As soon as practicable after taking office, the President shall, from the paid membership, appoint Chairman and members to each of the standing committees. Except as to those standing committees assigned by the By-Laws to the President-Elect, the President shall assign a Regional Vice-President to oversee each standing committee. The standing committees shall consist of the following:

              
Each committee shall consist of not less than three (3) nor more than fifteen (15) persons.

The President may appoint any special committee at any time to be composed of any number that he may deem expedient to handle any particular phase of the Association’s activities.  Past Presidents who are in good standing will be members of the Nominating Committee.

 
ARTICLE XI

These by-laws will become effective upon their adoption by a majority of the Board of Directors and may be amended by a majority of the Directors at any regular meeting or any special meeting called for that purpose.  A special meeting called for the purpose of amending these by-laws shall be called in writing by the Secretary and a copy of the Call delivered to each member of the Board of Directors either by mail or in person.

 
ARTICLE XII

All regular or special meetings of the General Membership, Board of Directors, Executive Committee and standing or special committees of the organization must have a quorum present at the commencement of the meeting. For regular or special meetings of the General Membership, members holding fifteen percent (15%) of the votes entitled to be cast, represented in person or by proxy, shall constitute a quorum. For regular or special meetings of the Board of Directors, a majority of the minimum number of directors fixed by these bylaws, represented in person or by proxy, shall constitute a quorum.  For meetings of the Executive Committee and standing or special committees of the organization, a majority of those entitled to vote, represented in person or by proxy, shall constitute a quorum.

The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to result in less than a quorum remaining present at the meeting.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

At any meeting of the General Membership, Board of Directors, Executive Committee or standing or special committees, a member of such group may vote in person or by proxy executed in writing by the member. Such proxy shall be filed with the Secretary of the Association, or, if the Secretary is not present at the meeting, the Chairman of such meeting, before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution. A member may revoke its proxy by delivery of written notice to the Secretary of the Association.

Any vacancy occurring in any office or in the Board of Directors because of death, resignation, removal, disqualification or otherwise may be filled by an affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, for the unexpired portion of the term.

The rules known as “Roberts Rules of Order” shall govern the Association in all cases when the rules are both applicable and consistent with the by-laws of the Association.


ARTICLE XIII

The Executive Director shall act as lobbyist for the Association in all matters before local, state, or federal regulatory or legislative entities consistent with Article I of these Bylaws.   Members of the Association may also act as lobbyists on behalf of the Association from time to time, consistent with the terms of this Article XIII.   The Association may also hire one or more registered lobbyists with respect to specific issues as deemed necessary by the Board of Directors.

No person acting on behalf of the Association, shall perform lobbying activities with respect to any matter pending before local, state or federal regulatory or legislative entities unless such activities are specifically approved in accordance with this Article XIII.  Notwithstanding any other provision of these Bylaws to the contrary, any lobbying activities must be approved by (a) an affirmative vote of two-thirds (2/3) of a quorum of the Board of Directors, or (b) if a regular or special meeting of the Board of Directors is impracticable, a unanimous vote by quorum of the Executive Committee at a properly called meeting.  Provided that, with respect to any matter upon which the Executive Committee does not adopt unanimously, such matter shall be brought before the Board of Directors for a vote at the earliest time a quorum of the Board can be convened in a manner consistent with these Bylaws.

For the purposes of this article, a special meeting of the Board of Directors may be called upon 24 hours notice to the Board by electronic means, and a meeting of the Executive Committee may be called upon 3 hours notice to the Executive Committee by electronic means. The Executive Director and the President, or his (or her) designee, shall determine whether a special meeting of the Executive Committee shall be required.