Charter

Article I
(Name, Purposes and Objectives)

1.The name of this organization is the Drilling Engineering Association. The purposes and objectives of the Association are to advance the state-of-the-art of drilling wells by providing a forum for:

2.The presentation of proposals for industry drilling-related projects sponsored by Membership of the Association for participation by the Membership and non-members alike.

3.Exploring the levels of interest of the Membership in potential drilling related problems to aid in developing future industry sponsored projects.

4.Advising the academic organizations and other drilling research oriented groups of the needs and interests of the Membership.

5.This organization is not organized for profit or organized to engage in an activity ordinarily carried on for profit. No part of any net earnings of this organization shall inure to the benefit of, or be distributed to, its members, trustees, officers or other private persons; provided however, that the Association shall be authorized and empowered to reimburse its membership, trustees, officers or other private persons for reasonable expenses incurred by these persons in furtherance of the purpose for which the Association was organized.

Article II
(Membership)

1.MEMBER: Any individual, firm, partnership, association or corporation engaged in the production of oil and gas may become a Member of the Association by (a) paying the then current Initial Fee, (b) accepting this Charter, (c) appointing a Representative and an Alternate Representative who shall have the power and authority to represent such Member in all matters relating to the Association and (d) paying a pro rata share of the routine expenses of the Association as determined by the Advisory Committee. Any such Representative or Alternate Representative may be replaced at any time by the particular Member. Memberships may not be transferred. A Membership shall continue so long as the Member complies with the terms and provisions hereto and continues to pay its share of fees and assessments as provided for herein.

2.INITIAL FEE: Members joining the Association on or before February 1, 1983, shall pay one time, an Initial Fee of Five Hundred Dollars ($500.00). After February 1, 1983, the one time Initial Fee for new Members joining the Association shall be established annually by the Advisory Committee.

3.ASSOCIATE MEMBER: Any individual, firm, partnership, association, university, college, or other organization associated with the oil and gas industry or interested in drilling engineering may become an Associate Member of DEA by (a) paying the then current Initial Fee for Associated Members, (b) accepting this Charter, (c) appointing a Representative and an Alternate Representative with the intent of staying abreast of the Association’s activities via meetings and correspondence, (d) paying a pro rata share of the routine expenses of the Association as determined by the Advisory Committee. Any such Representative or Alternate Representative may be replaced at any time by the particular Associate Member Organization. An Associate Membership shall continue so long as the Associate Member complies with the terms and provisions hereto and continues to pay its share of fees and assessments as provided herein.

4.INITIAL FEE FOR ASSOCIATE MEMBERS: Associate Members joining the Association on or before December 31, 1995, shall pay one time, an Initial Fee of Two Hundred Dollars ($200.00 U.S.). After December 31, 1995, the one time Initial Fee for new Associate Members joining the Association shall be established annually by the Advisory Committee.

Article III
(Organization)

1. OFFICERS: The Officers of the Association shall consist of a Chairman, Vice-Chairman, and Secretary-Treasurer. Candidates for Chairman and Vice-Chairman shall be a Member Representative or an Alternate Member Representative. Candidates for Secretary-Treasurer may be a Member Representative, an Alternate Member Representative, an Associate Member Representative or an Alternate Associate Member Representative. Candidates will be nominated by a Nominating Committee of at least three (3) Member representatives selected by the Chairman at least sixty (60) days prior to the Annual Meeting. Additional candidates may be nominated from the floor. Officers shall be elected by majority vote of the Members present and voting at the Annual Meeting and shall take office on the first day of the following calendar year. Their term of office shall be for two (2) years or until the next set of officers takes office, unless earlier removed for cause by vote representing at least eighty percent (80%) of all of the members.

a. The Chairman shall preside at and conduct meetings of the Association and appoint such task forces, special and standing committees as he deems necessary and advisable to carry out the purposes and objectives of the Association. The Chairman may appoint individuals to such task forces or committees or he may invite Members to furnish individuals to serve on such task forces and committees.
b. The Vice-Chairman shall act in the absence of the Chairman.
c. The Secretary-Treasurer shall prepare and distribute a meeting agenda prior to each meeting of the Association, any committee or task force, maintain the minutes, records, and files of the Association, pay routine and authorized expenses by checks drawn on the account of the Association, and furnish at least an annual accounting statement to the Membership.

2. CHAPTERS: A chapter of the Association may be formed with the approval of the Membership. The approved resolution creating the chapter shall constitute the Charter of the chapter and define the chapter and its scope. No chapter shall have the power to obligate the Association. The Charter of the chapter may be modified or revoked by the Membership.

a. The chapter charter shall include provision for a Chapter Chairman, whose Responsibilities and authority are as follows:

1. Schedule and conduct chapter meetings, and otherwise direct chapter activities.

2. Represent the chapter with the Association.

3. Approve chapter expenditures within the currently approved annual budget and chapter reserve.

4. Submit a written accounting of chapter expenditures and financial status to the Association Chairman and Secretary-Treasurer, along with a proposed annual budget and chapter reserve for the next annual period. These shall be submitted two weeks prior to the Association Annual meeting.

b. Procedures for the election of the Chapter Chairman and any other chapter officers shall be included in the chapter charter. The Association Chairman shall have the power to appoint a temporary Chapter Chairman unless an acting Chapter Chairman is otherwise provided.

c. Each Association Member may name one Chapter Representative and one Alternate Chapter Representative for each active Association chapter. These Representatives may be either different or the same as the Association representatives.

3. ADVISORY COMMITTEE: In addition to the various task force(s) and committee(s) which the Chairman is authorized to appoint, there shall be an Advisory Committee. No Member or Associate Member shall have more than one representative on the Advisory Committee.

a. Advisory Committee shall be as follows:

1. One shall be the current Chairman of the Association who shall also be the Chairman of the Advisory Committee.

2. One shall be the current Vice-Chairman of the Association who shall also be Vice-Chairman on the Advisory Committee.

3. One shall be the current Secretary-Treasurer of the Association who shall also be the Secretary of the Advisory Committee.

4. Three (3) additional Advisory Committee Members shall be elected from Member or Alternate Members by the Members. The tenure of office of these committee members shall be concurrent with the Association officers unless earlier removed by a vote representing at least eighty percent (80%) of all the Members.

5. Three (3) shall be elected from Associate Member Representatives by the Associate Membership. The desired (though not required) makeup of the three will would consist of one representative from the “Service Company” sector; one from a Government agency; and one from a University or Research organization. The tenure of office of these committee members shall be concurrent with the Association officers unless earlier removed by a vote representing at least eighty percent (80%) of all the Membership.

6. Each current Chapter Chairman

b. Duties of the Advisory Committee shall include the following:

1. Provide advice and consultation to the Chairman with respect to the performance of his duties in meeting the purposes and objectives of the Association.

2. Establish guidelines and procedures for the submittal of programs and/or projects to be considered by the Association.

3. Establish the current Initial Fee at the first meeting of each calendar year and administer the expenditure of funds as set forth in Article VI of the Charter. Such Initial Fee shall not exceed an amount approved by a vote of two-thirds (2/3) of the voting Members of the Association.

4. Elect interim replacements for officers of the Association or individuals in the Advisory Committee who resign or are removed prior to the completion of their term of office. Such interim replacements shall hold office until the next regularly elected officers take office.

5. Such other duties as may be authorized by the Association.

c. The Advisory Committee may act, within its scope of authority, without a convened meeting by telephone, e-mail, or letter. For such actions, five (5) Advisory Committee members will constitute a quorum.

Article IV
(Rights of Members/Associate Members)

1. The right of each Member and Associate Member of the Association to act individually and independently concerning any matter within the scope of the Association’s activities shall not be impaired or restricted by the action of the Association. Each member shall have the right individually to take such action as it deems advisable, whether or not such action conflicts with the action of the Association. Such individual action shall not purport to represent action of the Association.

2. Association business will be conducted on a non-confidential basis.

3. At reasonable times upon reasonable notice, each Member/Associate Member shall have access to and the right to inspect for any proper purpose the books and records of the Association and to make copies or extracts thereof.

4. Any Member or Associate Member may withdraw from the Association by giving notice in writing as provided in Article II, and such party shall not be liable for any costs or expenses incurred subsequent to receipt of such notice of withdrawal by the Secretary-Treasurer. However, such party shall continue to be liable for its proportionate part of all costs and expenses incurred or committed to prior to Association receipt of notice of withdrawal.

Article V
(Conduct of Business)

1. Expect as otherwise specifically provided herein, all matters coming before the Association shall be decided by the vote of a majority of the total voting Membership present.

2. Prior to the conduct of business at a meeting of the Association, a quorum of at least fifty percent (50%) of the Members must be present, but a lesser number may adjourn the meeting. Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the departure of Members leaving less than a quorum. Each Member present shall be entitled to one vote. A Member may issue a written power of proxy to one of its employees to exercise in person. No other form of proxy shall be permitted.

a. If a quorum is not present, the attending Members at a regular Association meeting may direct that a mail, or e-mail ballot be conducted on a proposal of Association business.

3. By direction of the Chairman, the Advisory Committee, or as provided in Article V.2.a, a vote of all of the Members may be taken by mail or e-mail but requests for such mail or e-mail votes must be accompanied by as much notice and supporting information as the time and circumstances will reasonably permit. If a majority of all of the Members approve any matter by vote taken by mail or e-mail, the matter shall be considered as approved the same as if voted on in a meeting of the Association. The Secretary-Treasurer shall promptly advise the Members of the results of all such mail or e-mail votes and any action taken pursuant thereto.

4. This Charter may be amended by affirmative vote of at least seventy-five percent (75%) of all of the Members.

5. The Association shall not itself participate in joint industry projects. Each Member or Associate Member who participates in a joint industry project presented by the Association hereby agrees to indemnify, defend, and hold harmless, the Association and the Association’s Members/Associate Members who are not participants in such project of and from any liability of any kind whatsoever in any way resulting from any contract, agreement, understanding, or dealing in connection with such projects, which indemnity and obligations shall survive the withdrawal or expulsion of the Member/Associate Member from the Association.

Article VI
(Funding)

1. Funding will be handled by the Advisory Committee through an annual budgeting process which anticipates routine and incidental administrative expenses. Such funds shall be raised by equal assessments to the Members/Associate Members.

2. The annual budget for the coming year shall be presented to the Membership for approval by majority vote at the Annual Meeting. The budget will include anticipated expenditures and revenues, and will state the proposed Annual Fee.

a. The Annual Budget shall include provision for chapter budgets and reserves for Membership approval. Once approved, these funds shall be transferred to the Chapter, and may be disbursed under the authority of the Chapter Chairman.

3. If additional funds are required by the Association during the year due to increased expenditures, needs and/or a decrease in the membership count, an updated budget will be submitted for approval by a majority vote of the Members/Associate Members. Such approved funding not covered by the Annual Fee may be acquired by assessment of the Members/Associate Members. The Association or its officers are prohibited from making commitments that would exceed the approved budget and reserves. The Annual Fee shall be in addition to the one time Initial Fee.

4. If additional funds are required by a chapter during the year, these may be approved by the Association Chairman, but in no event exceeding the authority in paragraph 3 of the Article. The Chairman shall advise the Membership of such action at the next regular Association meeting.

Article VII
(Meetings)

1. The Association will meet as often as deemed necessary by the Chairman or Advisory Committee to carry out the purposes and objectives of the Association. In any event, however, no less than one (1) meeting shall be held in any calendar year, the Annual Meeting. Written notice of any meeting will be given at least fourteen (14) days prior to such meeting unless a shorter notice is unavoidable. All notices shall contain the reason for the meeting, the date, place, and time it is to be held, and an agenda of the items proposed to be considered.

2. The Annual Meeting shall be held each year in November or December.

Article VIII
(Payment Delinquency)

In the event a Member or Associate Member has not paid any assessment within ninety (90) days after receipt of billing from the Secretary-Treasurer, the account of such Member or Associate Member shall be considered delinquent. At the expiration of ninety (90) days, the Secretary-Treasurer shall mail notice of delinquency to such Member or Associate Member by Registered or Certified Mail. In the event the Secretary-Treasurer has not received payment within thirty (30) days after the mailing of notice of delinquency, such Member or Associate Member shall be dropped automatically from the Membership as of the end of such thirty (30) day period. Such Member or Associate Member, however, shall continue to be liable for its obligations accrued prior to such termination of its Membership

Article IX
(Dissolution)

1. This Association may be dissolved upon the affirmative vote of at least seventy-five percent (75%) of all the Members.

2. Upon the dissolution of the Association, the Advisory Committee shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Advisory Committee shall be disposed of by the appropriate court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Original Charter Approved 1st day of January, 1983.

Amended April 27, 1983.

Amended March 9, 1987.

Amended November 16, 1995.

Amended April 1, 2002.

Amended November 20, 2003

This Charter is hereby approved and accepted this ________________ day of ______________ 20_______.

MEMBERS: ___________________________________________ Signature

______________________________________________ Company


Warning: Unknown: open(/home/content/46/4989946/tmp/sess_c68lcckfrbupvhkdffgo2t0cc7, O_RDWR) failed: No such file or directory (2) in Unknown on line 0

Warning: Unknown: Failed to write session data (files). Please verify that the current setting of session.save_path is correct () in Unknown on line 0