ARTICLE I
NAME:

The name of the association shall be "NATURAL GAS & ENERGY ASSOCIATION OF OKLAHOMA."

ARTICLE II
PURPOSE:

NATURAL GAS & ENERGY ASSOCIATION OF OKLAHOMA shall be an association of persons directly and professionally connected with and employed in the natural gas and energy industry. The purpose of the association shall be to improve the skill and knowledge of the members of the association by providing a forum for the free interchange of ideas concerning the natural gas and energy industry and for the improvement of the service which this industry provides the public.

ARTICLE III
ORGANIZATION:

NATURAL GAS & ENERGY ASSOCIATION OF OKLAHOMA shall be located in Tulsa, Oklahoma, and shall meet periodically for the furtherance of the purpose hereinabove stated.

ARTICLE IV
MEMBERSHIP:

Eligibility for membership and the acceptance of any application therefor shall be determined by a majority vote of the Executive Committee and shall be premised on the qualifications set forth below for each class of membership.

(1) Active Membership:

An applicant who is professionally employed in a position of responsibility, or who is self-employed, in one of the following phases of the natural gas and energy industry: (i) exploration and production, (ii) gathering, (iii) processing, , (iv) transportation, (v) marketing, (vi) distribution and (vii) generation.

(2) Honorary Membership:

An Honorary Membership shall be by action of the Executive Committee.

All past presidents of the Association shall be Honorary Members.

ARTICLE V
MEETINGS:

(1) The meetings of the association shall be:

(a) Regular Association meetings which may be held at such time and place as may be designated by the Executive Committee. Prior notice of such meetings shall be given to the membership.

(b) Special Association meetings may be held by vote of the Executive Committee at any time the affairs of the association necessitate that such a meeting be held, with due notice thereof to be given by the President.

ARTICLE VI
OFFICERS AND DUTIES:

(1) The officers of the organization shall be:

(a) President

(b) First Vice President

(c) Second Vice President and Program Chairperson

(d) Treasurer

(e) Secretary

(2) The duties of the President of the association shall be to:

(a) Preside at all regular and special meetings of the association.

(b) Appoint all committee, except the Executive Committee.

(c) Be Chairperson of the Executive Committee, and Ex-Officio member of all other committees.

(3) The duties of the First Vice President of the association shall be to:

(a) Succeed to all the powers and duties of the President during the absence of the President.

(b) Be a member of the Executive Committee.

(d) Be responsible for the periodic issuance of, and revision to, the Membership Directory of the Association.

(4) The duties of the Second Vice President and Program Chairperson of the association shall be to:

(a) Succeed to all powers and duties of the President during absence of President and First Vice President.

(b) Be a member of the Executive Committee.

(e) Be responsible for providing programs for all regularly scheduled meetings of the association.

(5) The duties of the Treasurer of the association shall be to:

(a) Be a member of the Executive Committee.

(b) Collect all dues and assessments from all members of the association and maintain accurate records thereof.

(c) Pay all expenses of the association when such payments shall have been first duly authorized by the Executive Committee.

(f) Prepare an annual financial statement correctly reflecting the financial condition of the association, and statements at any other time when so directed by the President or by the Executive Committee.

(6) The duties of the Secretary of the association shall be to:

(a) Keep a true and perfect record and minutes of all regular and special meetings, all of Executive Committee meetings.

(b) Be a member of the Executive Committee.

(c) Maintain the membership rolls and handle all routing of communications and notices of the association and special communication as directed by the President or the Executive Committee.

ARTICLE VII
DIRECTORS:

In addition to the officers of the association as set out under Article VI above, the association shall annually elect three (3) Directors whose duties shall be to serve for a two-year period on the Executive Committee as hereinafter set out; provided that, in its initial year, the association shall elect six (6) directors, three (3) of whom will serve a one-year term and the remaining three (3) directors to serve a two-year term.

ARTICLE VIII
ELECTION OF OFFICERS AND DIRECTORS:

(1) The election of Officers and Directors shall be held at the regular meetings in November of each year unless otherwise provided by the Executive Committee.

(2) The Officers and Directors shall be elected by a majority of the active members present and voting at such meeting.

(3) The terms of office of the Officers of the association shall be for a period of twelve (12) calendar months beginning on the first day of January immediately following their election; provided, however, that no Officer or Director shall be relieved of the duties of office until a successor has been duly elected; and provided further that in December of each year following the election, the retiring President shall call a special meeting for the first convenient day in January to install the newly elected Officers and Directors.

(4) When a vacancy shall occur because of the ineligibility, resignation or the permanent absence from Oklahoma of any Officer or Director, the Executive Committee shall cause a special meeting to be held for the purpose of holding an election to fill such vacancy. Notice of such meeting shall be issued to all members at least ten (10) days prior to the meeting as provided under Section 6 of the Article VIII.

(5) At least thirty (30) days prior to a regular meeting for the election of Officers and Directors., the President shall appoint a nominating committee of not less than three (3) and not more than five (5) members of the association whose duty it shall be to report back a slate (one candidate for each office) of Officers and Directors to the association for consideration at the forthcoming election; provided, however, that if the meeting is called for a special election to fill a vacancy, the appointment of the nominating committee shall be made not less than five (5) days preceding the mailing of notices as provided under Section 6 below.

(6) At least ten (10) days prior to a meeting called for election of Officers and Directors, the Secretary shall cause a notice to be sent to all active members of the association of the slate of Officers and Directors proposed by the nominating committee. At any election meeting additional nominations may be made from the floor.

(7) If an elected Officer or Director misses three (3) consecutive Board Meetings, they will automatically be removed from their position and a successor will be named by the Executive Committee.

ARTICLE IX
EXECUTIVE COMMITTEE:

(1) The Executive Committee shall consist of all the duly elected Officers, the six (6) elected Directors and the immediate Past President.

(2) Six (6) members of the Executive Committee shall constitute a quorum for the transaction of all business coming before it.

(3) The duties of the Executive Committee shall be as follows:

(a) To administer the affairs of the association.

(b) To pass upon the eligibility and acceptance of applicants for membership.

(c) To have general supervision of the finances of the association and approval of expenditures.

(d) To call special meetings.

(4) The Executive Committee shall have at least one (1) regular meeting each three (3) calendar months to be called by the President and shall meet at such other times as may be deemed necessary by the President to properly conduct their duties, or upon petition by three (3) members of the Executive Board.

(5) By a three-fourths (3/4) majority vote of the entire Executive Committee, the membership of any member in this association may be suspended or terminated for misconduct, delinquency in the payment of assessments, or failure to maintain eligibility requirements.

ARTICLE X
DUES AND ASSESSMENTS

(1) "Annual dues," as hereinafter provided, shall cover the period July 1 each year through June 30 of the next succeeding year.

(2) The annual dues assessed all members shall be determined annually by the Officers and Directors and are payable on the first day of July each year. The membership of any member in this association who does not pay such dues by September 1, shall automatically terminate as of 12:01 A.M. on September 2, of the year for which said dues are delinquent; and any such person wishing to again become a member of this association shall make application for new membership, which shall be acted upon in due order of business. The said annual dues may be suspended, increased, or reduced by the Executive Committee upon determination by said Committee of the funds required for the proper financing of the association for the fiscal year in which said dues are payable.

(3) Any applicant admitted to membership during the membership year shall pay the full amount of the annual dues assessed for such year except as may be provided by the Executive Committee under Section 2 above.

(4) The fiscal year of this organization shall begin January 1.

(5) Special assessment may be made and will be effective only upon being passed by a vote of three-fourth (3/4) majority of the active members of the association present and voting at any regular or special meeting, provided that written notices of such meeting and special assessment proposed shall have been mailed to all active members at least ten (10) days prior to such meeting.

(6) Dues or special assessments shall not be refundable to a member for any purpose.

ARTICLE XI
PARLIAMENTARY RULES:

Roberts' Rules of Order (Revised) shall control at all regular and special meetings of the association.

ARTICLE XII
AMENDMENT OF BYLAWS:

These Bylaws shall be adopted and may be changed or amended only by a vote of three-fourths (3/4) majority of the active members of the association present and voting at any regular or special meeting, provided that written notices of the proposed changes or amendments shall have been mailed to all active members at least ten (10) days prior to such meetings.

ARTICLE XIII
NONPROFIT:

This is a nonprofit association organized for the purpose and activities not involving profit or gain to its members or officers.

ARTICLE XIV
DISSOLUTION:

In the event of the dissolution of this association, all of its property and assets remaining after the payment or satisfaction of claims and demands against it shall be distributed to such nonprofit association or corporation of like purpose or purposes as the Directors may designate; and in no event shall any of such property or its proceeds be distributed to members as reimbursement of contributions, assessments or dues.

Amendments

Amendment 1 (effective August 3, 2022)

LIFETIME ACHIEVEMENT AWARD

The NGEAO Lifetime Achievement Award is intended to be one of the highest honors bestowed on an energy industry professional.

This award is given out to past and/or current NGEAO members who have honored and distinguished NGEAO and/or the energy industry through demonstrated leadership, integrity and contributions to the energy industry, their profession, and/or community.

Nominations for the Lifetime Achievement Award shall be submitted, in writing, to a current NGEAO Board member by any current and/or past member. The nominator shall be required to complete the following in order for the nominee to be considered:

1) A letter of recommendation that includes why the nominee should be considered for the award;
2) The letter must be supported and signed by at least two current, previous, or some combination of current and past NGEAO Board members, in good standing;
3) The nominator must attend one NGEAO board meeting in order to testify, on the record, regarding the nomination.

Any nominee must receive three-fourths (3/4) affirmative vote of those Board of Directors members present at a meeting of the NGEAO Board of Directors.

Amendment 2 (effective August 3, 2022)

PRESIDENT EMERITUS

The President Emeritus shall provide leadership and guidance to the Executive Committee; mentor the President in proceedings of the association; and provide a historical perspective in the decision-making process. This is a non-voting position on the Board of Directors.

In the initial year, the current President shall appoint up to four (4) Past Presidents to President Emeritus on the Board of Directors. Any nominee must be a former NGEAO President and an active member in good standing. Each President Emeritus shall be appointed by the current NGEAO President and serve for a non-elected, two year term. The Board of Directors has the right, at any time, to terminate this position. At the discretion of the current President, any open President Emeritus position may or may not be filled.

The duties and responsibilities of the President Emeritus include:

1. Provides guidance to the President to assure continuity in Board of Directors activities and program development in matters of the association.
2. Provides counsel to the Board of Directors in prioritizing association needs to reflect the mission, goals, and objectives of the organization.
3. Participates in Board of Directors meetings and conference calls as a non-voting member.
4. The President Emeritus are not permitted to miss more than four Board of Directors meetings per year, barring any emergencies.
5. Orients and acts as a mentor to any incoming President Emeritus by doing the following:
   1. Reviews the current job description with the incoming President Emeritus.
   2. Discusses each of the job duties with the incoming President Emeritus and assures that any questions or concerns are answered.
   3. Provides sample documents for specific job duties as requested by the incoming President Emeritus.

If at any time during the term of office, the President Emeritus does not feel that he/she can perform certain job duties, he/she should notify the President in writing to detail the specifics of any concerns. The President or other appointed Board member will collaborate with the President Emeritus on a potential resolution.

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