ARTICLE 1 – ORGANIZATION
Section 1. The name of this organization shall be Chinese American Petroleum Association (this Association). This association is abbreviated as CAPA.
Section 2. This Association shall have a seal, which shall be in the following form: (Official Seal)
Section 3. This Association may form a number of professional sections according to association members' interest.
ARTICLE 2 - PURPOSES
Section 1. The purpose of this Association is to promote a general understanding of the petroleum and related industries.
Section 2. This Association seeks to provide opportunities for Association members to maintain and upgrade their individual competencies and skills in the areas associated with petroleum and related fields.
Section 3. This Association is a non-political and non-profit organization, which shall be subject to U.S. and Texas laws and common ethics. Professional discussions, if any, shall not involve any trade secrets or confidential information pertaining to any other organizations and/or anything political.
Section 4. This Association also seeks to play an active role in promoting petroleum-related technology exchanges and business interactions among companies and individuals from global Chinese communities, provided these exchanges and interactions are non-political and abide by all applicable laws.
ARTICLE 3 - MEMBERS
Section 1. Any person who is interested in the petroleum and related industries may become a member of this Association by paying specified dues. The Executive Committee (EC) or the Board of Directors (BOD) has the right to decline any new member application with a simple majority vote within six (6) months from the date of application. However, a declined applicant, with ten (10) or more sponsors from active CAPA members, may seek and become a new member with a simple majority vote during the annual membership meeting.
Section 2. An Association member is defined as a dues-paid active member.
ARTICLE 4 - MEETINGS
Section 1. The annual membership meeting of this Association shall be held in January each year. The Executive Committee may exercise its discretion to delay up to six (6) weeks the date of such annual membership meeting if it deems necessary.
Section 2. The Secretary of the Executive Committee (EC) shall mail and/or e-mail a notice of the time and place of such annual membership meeting to every Association member at his or her address as it appears in the membership directory of this Association.
Section 3. This Association shall conduct professional seminars, which shall be provided by individual professional sections of this Association.
Section 4. Meetings of the Board of Directors (BOD) of this Association shall be called by the Chairman of the Board and/or thirty percent (30%) of the board members at least once a year.
Section 5. Meetings of the Executive Committee of this Association shall be called by the President of the Association and/or thirty percent (30%) of the Executive Committee members no less than four (4) times a year.
Section 6. Upon written request from ten (10) or more Association members, the President shall notify the Executive Committee and the Chairman of the BOD within three (3) days and call a special meeting to address specific issues within one (1) month from the date such written request is received. The President shall use e-mail and mail to notify every active Association member of such meeting at least one (1) week in advance. Any resolution to be passed at such special meeting shall require a two-thirds (2/3) vote of members present, in which fifty percent (50%) of the membership as of January of the current year shall constitute a quorum. Resolutions addressed in such special meeting may include, but not limited to,: (1) the removal and re-election of the President and officers, (2) the removal and re-election of the Chairman of the Board and board members, and (3) legal actions.
Section 7. Unless specified otherwise, any resolutions to be passed at any of the above meetings shall require a majority vote of members present at such meetings.
ARTICLE 5 - VOTING
Section 1. For the election of officers and directors, ballots shall be provided that are free of any mark or marking that might influence the voting member.
Section 2. At any regular or special meeting on any issue, if a majority vote is so required for resolving such issue, the voting shall be conducted in the same manner/procedure/style as provided for in the election of officers and directors.
Section 3. For all votes by ballot the chairperson of such meeting shall immediately appoint prior to the commencement of balloting a committee of three (3) who shall act as "Inspectors of Election." At the conclusion of such balloting, the committee shall certify the results in writing to the chairperson, and the certified copy shall be physically affixed to the minutes of that meeting in the minute book.
Section 4. No Inspector of Election shall be a candidate for office or shall be an interested party in the question being voted upon.
ARTICLE 6 – EXECUTIVE COMMITTEE (EC)
Section 1. The EC consists of the President, Vice President, Treasurer, Secretary, various functional Directors and Section Chairpersons for various disciplines in the oil and gas industry. The Sections shall
include but not be limited to the following fields: Upstream (exploration, production, reservoir engineering), Midstream (pipeline, oil/gas marketing, transportation) and Downstream (petrochemical, refining), and Project Management, Business, and Petroleum Law. The leadership team of the EC consists of the President, the Vice President, and the Treasurer.
Section 2. The EC has the general executive authority in the management of the affairs and funds of this Association, and has the responsibility and authority for all matters involving the internal and external affairs of this Association, except those responsibilities and authorities specifically given to the annual membership meeting and the BOD in the Bylaws.
Section 3. The President is the sole spokesperson of this Association on all matters pertaining to the public. The President represents CAPA for all activities, except for those BOD activities specifically defined in these Bylaws. Other officers or board members may represent CAPA for activities authorized by the President or the majority of the Executive Committee.
Section 4. The President shall preside at all membership meetings of this Association, present an annual report at annual membership meeting, and appoint all committees to ensure that all books, reports and certificates as required by law are properly kept or filed.
Section 5. The President, with a two-thirds (2/3) vote of the EC and a two-thirds (2/3) vote of the BOD, shall have the right to take corrective actions, including but not limited to: (1) suspension of officers, and (2) legal actions. The President shall have the sole right to appoint qualified Association members to fill any vacancies on the committee for the unexpired terms.
Section 6. The Vice-President shall, in the event of the absence or inability of the President to exercise his or her office, become acting President of this Association with all the rights, privileges and powers as if he or she had been the duly elected/appointed president by the Association members.
Section 7. The Treasurer shall be responsible for the management of the funds of this Association based on the regulations specified in Article 9 (Finance) and in CAPA financial guidelines, and shall present a quarterly financial report with all detailed transactions to EC and BOD members. The Treasurer shall also be responsible for filing the federal income tax return for the year he/she serves, before the filing deadline.
Section 8. The President, the Vice President, the Treasurer and other members of EC shall be elected by a majority vote of this Association’s members during the annual membership meeting. They all serve a one (1) year term. The President shall not be re-elected to a second consecutive term.
Section 9. The current EC shall recommend one (1) leadership team to the BOD for endorsement at least three weeks before the annual membership meeting based on the EC nomination guidelines, which include but are not limited to a majority approval for the President-elect, the Vice President-elect and the Treasurer, respectively, by all the EC officers. If the EC is unable to nominate any of the leadership team members, the BOD can then make the nomination. At least one (1) week before the annual membership meeting, the BOD shall endorse one (1) candidate for each office of the President, the Vice President and the Treasurer. This shall be the only set of nominations of CAPA Leadership Team to be presented at the annual membership meeting. The BOD can only override the proposed nominations with a two-thirds (2/3) vote of the BOD. The BOD shall present nominees to the Association members for vote during the annual membership meeting. Other EC member candidates shall also be selected based on the EC nomination guidelines prior to the annual membership meeting.
Section 10. Only present and former EC members are eligible for election to the Leadership Team. Specifically, one must have served as an EC officer for at least three (3) years before being eligible for election to the office of President, and at least two (2) years of service as an EC officer are required for the office of Vice President and Treasurer. Any Association member is eligible to be elected as an EC officer of this Association.
Section 11. Association members may also nominate eligible alternative candidates for both the Leadership Team and other EC officers during the annual membership meeting. However, the nominee(s) has to compete with a specific person on the official nomination list. Nominations by Association members shall follow the EC nomination guidelines.
ARTICLE 7 - BOARD OF DIRECTORS (BOD)
Section 1. The BOD is, in principle, a body with mostly internal functions to provide checks and balances, and shall not have overlapping responsibilities of the Executive Committee. The roles of the BOD are specifically defined in the following areas: establishing vision and long-term goals, overseeing any extraordinary/unusual businesses or issues, endorsing candidates for the Leadership Team, auditing financial transaction and records, reviewing and amending Bylaws, and interfacing with the Honorary Board members for joint Honorary Board and BOD meetings.
Section 2. The BOD consists of mandatory and regular members. The President, Vice President and immediate former President shall be mandatory members of the BOD during the year they serve. All other BOD members are regular members. The Chairman, Vice Chairman and the secretary of the BOD shall be elected annually within six (6) weeks after the annual membership meeting by members of the BOD. The election shall be called by the existing chairman of the BOD. If the existing Chairman is not a member of the new BOD, then the President shall call the meeting. However, the President shall not be the Chairman of the BOD. Current EC officers other than the President and the Vice President shall not be members of the BOD. The Chairman shall not be re-elected to a second consecutive term. If the current President or Vice President leaves the EC before his/her term expires, he/she shall automatically resign from the BOD as a mandatory member as well. The person who replaces the President or Vice President position shall serve as a mandatory BOD member, effective immediately.
Section 3. Any BOD member except the President and Vice President does not have executive authorities outside the BOD’s responsibilities defined herein. Any budgetary items have to be approved by the President.
Section 4. The number of Directors shall be nine (9), and the number may increase to eleven (11) as approved by a two-thirds (2/3) vote of the BOD. The directors shall be elected at the annual membership meeting by a simple majority vote. Only former EC members of the Association who have served as an EC member for at least five (5) years are eligible for election as a member of the BOD. The BOD shall nominate candidates by a simple majority vote before the election. Any nomination should have prior consent of the nominee(s). The number of nominees to be submitted to the annual membership meeting shall be the number of vacancies.
Section 5. Any director of the Board may resign at any time. Such resignation may be made in writing and take effect at the time specified therein; and, if no time is specified, it becomes effective at the time of receipt by the Chairman or Secretary of the board. The acceptance of a resignation shall not be necessary to make it effective. If the office of any director becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his or her successor shall be duly elected at the annual membership meeting.
Section 6. The term of the BOD members is classified as "mandatory" or "regular." A mandatory term is the time period one serves as a mandatory BOD member as defined in Section 2, and it has a maximum of three (3) years, although one may serve less than three (3) years. The term for regular BOD members shall be three (3) years. A member of the BOD shall be eligible to be elected for two (2) consecutive terms, including the term served as a mandatory member. In cases when the BOD member is seeking a third term, preference shall be given to new but equally qualified candidates. During each re-election, no more than half of the elected members of the BOD shall be newly elected members.
The term of any BOD member shall be terminated if any of the following events occurs: (1) The BOD member does not attend a mandatory BOD meeting for two (2) times in any given year without prior notification to BOD Chairman or Secretary (those BOD members who live overseas or other cities other than Houston shall contact the BOD Chairman to find out what he/she should do in order to fulfill his/her responsibilities as a BOD member for any mandatory meetings). (2) The BOD member has any misconduct that is a serious violation of the CAPA Bylaws as determined by a two-thirds vote of the BOD. The Chairman of the BOD shall notify all BOD and EC members of the BOD vacancy.
Section 7. The extraordinary/unusual business of this Association shall be overseen by the BOD. The initiation of extraordinary/unusual business may be formally requested by the President, the Vice President, or the majority of the BOD. The BOD shall decide appropriate actions by a two-thirds (2/3) vote in dealing with the extraordinary/unusual businesses.
Section 8. The BOD shall provide advice and consultation to the Executive Committee of this Association and ensure that the Bylaws of the Association are followed during execution of business by the officers of this Association. In the event of serious violations of the Bylaws and illegal activities by the officers, the BOD with a two-thirds (2/3) vote shall have the right to immediately suspend the officers and appoint acting officers. A special membership meeting shall be called within a month after such suspensions to take corrective actions, including but not limited to: (1) removal of officers, (2) re-election of officers, and (3) legal actions.
Section 9. The Chairman of the BOD shall initiate, arrange, and conduct joint Honorary BOD and CAPA BOD meetings. The Chairman shall refer to the President if any decisions need to be made in the meeting related to future CAPA activities and business, other than matters specifically related to these joint meetings. This shall be the only external activity conducted by the BOD without further authorization from the EC. All other external activities of CAPA, including but not limited to those related to the Honorary Board members outside these joint meetings, shall be the responsibilities of the EC.
ARTICLE 8 – HONORARY BOARD OF DIRECTORS (HBOD)
Section 1. HBOD members consist of senior executives of petroleum and related industrial companies that are actively supporting CAPA. Honorary members shall be nominated and approved by a two-thirds (2/3) vote of the BOD and the EC. HBOD members shall not have voting rights.
Section 2. HBOD members have a term of six (6) years. Individuals can serve multiple terms as long as they remain as current senior executives of petroleum and related industrial companies that are actively supporting CAPA. The term of any HBOD member shall terminate if any of the following events occur: (1) resignation from the HBOD for personal reasons; (2) no support of CAPA activities for more than four (4) years, and (3) any other reason that is deemed to be necessary for the termination of one’s term approved by two-thirds (2/3) vote of the BOD.
Section 3. HBOD members shall provide advice and guidance to CAPA during joint Honorary Board and CAPA BOD meetings.
ARTICLE 9 - FINANCE (See Attachment I for a detailed CAPA financial guidelines)
Section 1. Expenditure of funds for any programs or activities of the Association shall be authorized by the President, and/or Vice President of this Association in the following manner: 1) The President, or the Vice President if the President is absent, shall authorize the expenditure of funds up to $1,000; and 2) both the President and the Vice President shall jointly authorize the expenditure of funds in excess of $1,000.
Section 2. Any change in membership dues shall be proposed and approved by a two-thirds (2/3) vote of the EC and BOD.
Section 3. Upon the dissolution of this Association all remaining funds shall be donated to charities to be named and selected by EC and BOD with a simple majority vote.
Section 4. Under no circumstances shall this Association make loans or be in debt to support any Association activities.
Section 5. The Treasurer shall keep financial records and approval documents in good order and present a quarterly financial report with all detailed transactions to EC and BOD members. The Treasurer shall also deliver a financial review to Association members during the annual membership meeting.
Section 6. An annual audit shall be conducted by an auditing committee within the BOD, which consists of three (3) or more members from independent directors who are BOD members other than the President, the Vice President, the Chairman, and the Vice Chairman. This audit shall have full cooperation of the EC and the BOD, and it shall start no later than the first day of May of each year for the previous calendar year. The results of auditing shall be reported to the BOD within three (3) months after its initiation but no later than August 1 of the same year.
ARTICLE 10 – PERSONNEL AND SALARIES
Section 1. No officer or director of this Association shall receive any salary or compensation.
Section 2. No officer or director shall conduct any activities that could constitute potential conflict of interest at the expense of CAPA. No officer or director shall participate in activities that are deemed detrimental to CAPA. A violation of this Section, as recognized by a two-thirds (2/3) vote of the BOD, may result in an immediate suspension of any officer and/or board member, including the President and the Chairman. However, all members, including officers and directors, are encouraged to pursue personal interests, without adverse effects to CAPA, with business contacts established through CAPA.
Section 3. The President, with the consent of the majority of both the EC and the BOD, shall hire and fix the compensation of any and all personnel that the President may determine to be necessary in the conduct of the business of the organization.
ARTICLE 11 - AMENDMENTS
Section 1. Proposals to amend the Bylaws may be made by at least ten (10) Association members to the BOD. Proposals to amendments may also be made by a majority vote of the BOD.
Section 2. Proposed amendments have to be approved by a two-thirds (2/3) vote of the BOD and a two-thirds (2/3) vote of the EC, respectively, prior to the annual membership meeting. The amendments of the Bylaws shall be made available to all active members at least two (2) weeks before the annual membership meeting.
Section 3. Bylaws and amendments thereto shall be subject to the approval of a two-thirds (2/3) vote in the annual membership meeting