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PROPOSED
BY-LAWS

NATIONAL PETROLEUM ENERGY CREDIT ASSOCIATION
As Amended TBD

Items in Teal color - represent content that remained the same, just moved to a new location with-in the by-laws
Items in Red color represent content that was change or added

ARTICLE I
 
This 501(c)(6) nonprofit corporation shall be known as the National Petroleum Energy Credit Association, Inc (“NPECA” or “Association”).

ARTICLE II
 
The principal place of business is Horseshoe Bay, Texas and such other places which the Board of Directors may determine from time to time.

ARTICLE III
 
The Association's purposes are to promote fellowship and the common business interests of its Members, encourage the exchange of ideas of mutual benefit specific to risk management deriving from credit management and payments management functions and tasks, and discuss timely subjects of interest in the petroleum energy industry.  The Association’s Mission Statement is:  To present an Annual Conference providing relevant petroleum energy industry education and professional connection opportunities for risk management and payments professionals in the energy sector.  

ARTICLE IV
 
1. Individuals who have paid their dues on a timely manner are deemed in good standing and members (“Member”) in this Association and possess membership (“Membership”) while in good standing.  Any person desiring to become a Member of this Association will file an application in writing with the Executive Director who will transmit it to the chairperson of the Membership Committee.
 
2. Membership in this organization shall consist of Regular, Associate, and Honorary Members as defined herein:

    A. Regular Member: Any person engaged in credit work (retail, wholesale, or payment systems) of petroleum energy companies, including their affiliates or subsidiaries whose         principal product is a petroleum derivative will be eligible to become a Regular Member of this Association upon the terms and conditions prescribed in these By-Laws.
        1. Regular Membership may be terminated when the Member ceases to be engaged in petroleum energy credit or payment systems work, or fails to pay dues and assessments             within sixty (60) days of the date on which the same became due and payable, or for any conduct likely to endanger the welfare of this Association, and will be subject to             suspension or cancellation of membership by majority vote of the Board of Directors.

    B. Associate Member: Any employee of a service company or organization engaged in or responsible for providing credit support, credit reporting, collection services, or payment         professional services to the petroleum energy industry will be eligible to become an Associate Member of this Association subject to the terms and conditions prescribed by these         By-Laws without holding office.
1. Associate Membership may be terminated when the Member ceases to be an employee of an active service provider company, or fails to pay dues and assessments within sixty (60) days of the date on which the same became due and payable, or for any conduct likely to endanger the welfare of this Association, and will be subject to suspension or cancellation of membership by majority vote of the Board of Directors.
 
     C. Honorary Member: The Board of Directors, at its discretion by two-thirds majority vote, may elect as an Honorary   Member, exempt from the payment of annual membership             dues, individuals whom it deems deserving of the honor. Honorary Members will be entitled to all the courtesies and privileges of Regular Members with the exception of voting             or holding office.  Not less than five (5) nor more than ninety (90) days prior to the scheduled annual conference, the Executive Director of the Association will mail or email to all             Honorary Members of record an invitation to attend the annual conference. 
  1. From year to year, at the option of the Board of Directors, retired Members, except those who are affiliated with or employed by service providers, (Associate Members), may be exempt from payment of the annual conference registration fees established for Regular Members.  All other fees for activities selected by the Honorary Members and their spouse are not exempt (i.e. golf, alternate activities). 
  2. Honorary membership may be terminated at the request of the Honorary Member, or the Honorary Member becomes eligible for Regular or Associate member status, or by a majority vote of the Board of Directors. Honorary Members may not transfer Membership.
ARTICLE V
 
1. Membership dues shall be paid annually by each Member. The amount of the annual membership dues can only be changed by majority vote of the Board of Directors.  Each year, membership dues shall be billed to the membership by the Executive Director in January and are payable upon receipt.
 
2. Assessments may be levied by majority vote of the Board of Directors. Conference registration fees and annual Membership dues shall not be considered as assessments.

ARTICLE VI
 
1. The officers will consist of' President, First Vice President, Second Vice President, Treasurer and Secretary (“Officers”).   
 
2. The Board of Directors (“Board of Directors” or “Director”) will consist of the Immediate Past President, the Officers, eight (8) Directors at Large. The Directors at Large shall consist of six (6) Regular Members, and two (2) Associate Members.
 
3. The duties and responsibilities of the Officers will be as follows:
 A. The President will have general supervision over the business and affairs of the Association, subject to the control of the Board of Directors, and will preside at all meetings of  the Members and of the Board of Directors.
 
 B. The First Vice President shall assist the President in the discharge of official duties and will perform those duties in the absence of the President. The First Vice President will also be the Chairperson of the Education Committee and will direct activities of the Education subcommittees (Conference Site Selection, Conference Program, Scholarships, and ember Education) and Chair the Program Sub-Committee.
 
C. The Second Vice President will perform such executive duties as may be assigned by the President or by the First Vice President in the absence of the President, or by the Board of Directors in the absence of both the President and the First Vice President. The Second Vice President will also be the Chairperson of the Governance Committee and will direct the activities of the Governance subcommittees (Audit, Advisory, By-laws, Resolutions, and Special Projects).

D. The Treasurer will have custody and be responsible for all funds of the Association, make disbursements as approved by the President or in his/her absence the First Vice President, and such other disbursements as reasonably necessary to promptly meet the financial obligations of the Association. The Treasurer will render a detailed financial statement at the Annual Meeting as defined in Article VII, Section 1. Bank account(s) shall be maintained in the name of the Association in such bank or financial institution as recommended by the Treasurer and approved by the Board of Directors. 
 
E. The Secretary will keep and maintain all records of the Association, including the membership register, minutes of all meetings of Members and Board of Directors, and will issue and mail all notices of meetings, and such other duties as these By-Laws provide or as the President or Board of Directors may assign.  The Secretary will also be the Chairperson of the Communication Committee and will direct the activities of the Communications Subcommittees (Bulletin, Technology, Historian, Marketing and Branding).
 
4. The duties and responsibilities of the Board of Directors will be as follows:
The Board of Directors will have general charge, management, and control of the Association’s assets and activities. The Board of Directors will authorize all major expenditures and disbursements outside of the normal cost of running the Association.  The Board of Directors will review the financial condition of the Association, the conference budget and make salary adjustments to the Executive Director.  The Board of Directors will review the appropriateness of the membership dues and conference registration fees and make the necessary adjustments to maintain the Association’s solvency. 
 
5. By a majority vote of the Board of Directors, The Board may contract professional services for an Executive Director who will work under the direction of the President and assist the President in conducting the affairs of the Association. The terms of the appointment, duration of this appointment, any subsequent extensions, and remuneration of the Executive Director will be determined by a majority vote of the Board of Directors. The Executive Director will be an independent contractor as described under the current Professional Services Agreement (“Executive Director”).
 
6. Nominees for the Association’s Board of Directors will be submitted by the Advisory, Nominations and Election Committee as provided in Article VII, Section 2(A) (2).   The slate of elected Officers and Directors will be introduced at the Annual Meeting held during the annual conference.  The terms of office for Officers starts after the Annual Meeting and ends at the installation lunch.  A staggered Board of Directors will be in place with three (3) new Directors elected each year to serve for two years; thereby replacing the Directors whose terms expire during the same year’s Annual Meeting:

President, First Vice President, and Second Vice President: One (1) year.
Secretary and Treasurer: Two (2) years.
One Director who shall be the Immediate Past President: One (1) year.
Other Board of Directors:
Regular Members:       Three (3) years.
Associate Members:   Two (2) Associate Members will be appointed to serve one (1) year terms; 1 Credit Associate and 1 Payments Associate. Each Associate representative will serve no more than three (3) consecutive years. Associate Board Members are appointed by the President at the Board Meeting preceding Annual Meeting.

7.  In the event of the death or resignation of any Officer or Director, except the President, the President shall appoint a member to fill such vacancy for the unexpired term.  In the event of the death or resignation of the President, the First Vice President shall become President pro tempore for the remaining portion of the unexpired term. In the event of the death or resignation of the President pro tempore, the Board of Directors, by majority vote, will appoint the Second Vice President as successor for the unexpired term.

ARTICLE VII
 
1. The Board and Association shall conduct its affairs through four standing committees, strategic initiatives, task forces or ad hoc committees as may be established by these By-Laws or by the Board of Directors.  The President will appoint all standing committee chairs and co-chairs by pairing officers and board members.  The chairs and co-chairs will appoint the appropriate subcommittee chairs they may deem advisable.  Unless otherwise noted each sub-committee will consist of a chairperson (“Chairperson”), co-chair (“Co-Chair”) and such other Members as may be designated.
 
2. The four standing committees, their purpose statement and their respective duties are as follows:
 
Governance Committee
A governance committee is a group of individuals tasked with ensuring that the Association’s board of directors is functioning appropriately and efficiently. The governance committee will be primarily concerned with monitoring the activities of the board of directors, rather than those of the Association as a whole. The governance committee provides assurance that the Association is working effectively toward furthering its cause and that the organization is fulfilling its fullest potential in its field.
 
Membership Committee
A membership committee is responsible for identifying the needs of Members and recommending development of events, functions and services to meet those needs, increase membership of the organization, keep membership informed and recommend to board of directors and other committee ways in which to make prospective and current members aware of resources, services and membership benefits of NPECA. The membership committee welcomes new Members, recommends ways to acknowledge new Members and encourage participation in NPECA activities. The committee conducts welcome activities via the Association’s main education and networking program. Identifies non-member needs and perceptions and recommends ways in which to meet these needs to attract non-members to join NPECA.
 
Education Committee
The purpose of the education committee is to provide Members with current information on methods, systems, procedures, practices, ethics, technology and professionalism. The committee provides training of new Members regarding these and whatever other pertinent information is deemed necessary.  The training will provide Members with the opportunity to achieve the level of knowledge and skill necessary to serve their respective companies with competence and expertise.
 
Communications Committee
The communications committee is responsible for developing, updating and monitoring the Association's communications policies, social media/networking accounts, website, electronic discussion groups, as well as recommending new ways to communicate with its Members and other interested parties through conventional and alternative media. The committee is also responsible for regularly updating and marketing information about NPECA activities.

    A. Governance Committee:
        
        The Governance Committee will consist of the Association’s Second Vice-President as Chairperson and a Board Member appointed by the President as Co-Chair.  It will be         responsible for the activities of the following sub-committees:
 
1. Audit Committee:  The Audit Committee will consist of the Association’s Second Vice President as Chairperson, a Board Member, the outgoing Treasurer during appropriate        years, and at least two (2) other members.  The incumbent Treasurer will not be a member of this committee.  This committee will conduct an annual audit of the Association’s      books of account and financial records as of the Association’s fiscal year end with additional audits as may be required by the Board of Directors.The Chairperson or designee      will gather all pertinent information to conduct the audit and provide copies of the financial documentation and distribute among the committee members.The originals will be        mailed back to the current Treasurer.  Each committee member will review bank statements, credit card statements, deposits, disbursements, and bank reconciliations. All            audit reports will be submitted to the Board of Directors within thirty (30) days of the audit completion.
 
2. Advisory, Nominations and Elections Committee: The Advisory, Nominations and Elections Committee will consist of the immediate past President as Chairperson, at least            three past Presidents, and two other Members appointed by the Board of Directors or President. This committee will act in an advisory capacity to the President on any                matters pertaining to the Association.  The two committee members from the Membership would have served as an Officer and/or a Director of the Association or are a                seasoned Member of the Association in good standing.  The Advisory, Nominations and Elections Committee shall nominate one Member for each of the Officers and Board        of Directors positions where the term of office will expire during the next Annual Meeting, in accordance with Article VI, Section 5. The committee will submit the names of the      persons so nominated to the Association Members for voting prior to the Annual Meeting and will serve as proctors at such elections.
 
3. By-Laws Committee: The By-Laws Committee will receive all proposals for amendments to the By-Laws, develop or review the draft of any such proposed amendments                and submit to the Board of Directors. Upon approval of the President, the By-Laws Committee will arrange through the Secretary's office for the giving of notice of the                    proposed amendments as provided in Article IX, Section 2 and submit to the membership for electronic vote.
 
4. Resolutions Committee: The Resolutions Committee will receive and reduce to writing any request for a resolution from the President or Board of Directors. The                            Chairperson of the committee will comply with Article IX, Section 5 of the By-Laws, and upon call of the President, present the resolution(s) for vote to the Members                      present at any Annual Meeting or special meeting of Members for their vote.
 
5. Special Projects Committee: The Special Projects Committee will from time-to-time, and as requested by the Board of Directors, research and advise the board about items,        issues or matters intended to improve the standing, stature, esteem and/or reputation  of the Association and for the benefit of the Credit and Payments professions. The              committee shall submit proposed projects to the Board of Directors for review and approval or as appropriate for presentation to Members at the Annual Meeting or special          meeting of Members for their vote. The committee shall be responsible for completing the projects approved by the Board of Directors or otherwise assigned to the committee      by the President.
 
 B. Membership Committee:

The Membership Committee will consist of a Board Member appointed by the President to act as Chair and the Association’s Executive Director, and will be responsible for the activities of the following subcommittees:
  1. Membership Services: The Membership Services Committee will solicit Membership in this Association with full authority to accept or reject applications for such Membership, will notify the Secretary of all new Members accepted, and shall make a full report at the Annual Meeting. The Executive Director of the Association may, with approval of the Board, be delegated certain authorities granted to the Membership Committee under these By-Laws, including the authority to accept or reject applications for Membership.
     
  2. Associate Member Committee: The Associate Member Committee will consist of a chairperson appointed by the President to represent the interest of this group at Board of Directors meetings.
     
  3. Plaque and Certificate Committee: The Plaque and Certificate Committee will provide a suitable plaque for presentation to each outgoing President at the Annual Meeting. The committee will provide for each new Member, an appropriately inscribed certificate attesting to Membership in the Association. The committee will provide other plaques and certificates for special recognition of individuals and organizations as approved by the President or Board of Directors.
     
C. Education Committee: The Education Committee will consist of the Association’s First Vice President as Chairperson, Executive Director, and a Board Member appointed by the         President, and will be responsible for the activities of the following subcommittees:
 
1. Conference Site Selection Committee: The Conference Site Selection Committee will be responsible for selecting and recommending the calendar dates, geographical                  locations, and hotel for the annual conference and special meetings of the Association Members as concurrently approved by the Board of Directors as provided in Article VIII,      Section I. 
 
2. Program Committee: The Program Committee will plan, arrange, and progress to conclusion the agenda and program for the Annual Meeting of the Members and an annual        conference to be held for the Members of the Association.  The Program Committee shall work with the Executive Director, President, Secretary and Treasurer to encourage        and promote attendance at the Annual Meeting and conference as well as (i) prepare a budget for the Annual Meeting and conference, (ii) establish registration fees to be            charged to attending members, and (iii) complete any and all necessary arrangements with the venue facilities and other participants.  The First Vice President of the                    Association shall be appointed by the President as Chairperson of the Program Committee.  If the First Vice President is unable or unwilling to serve, the President shall              appoint another Officer as Chairperson of this committee.  The Executive Director shall also be appointed by the President to be a member of the Program Committee. 
 
3. Scholarships Committee: The Scholarships Committee will establish and administer an annual college scholarship program (“Scholarship Program”).  The committee will              promulgate, and the Board of Directors will adopt and approve the rules of eligibility, the scholarship recipients and the amount and number of scholarships under the                    Scholarship Program.
 
4. Member Education Committee: The Membership Education Committee will establish and administer an ongoing educational program for Members working with other                    organizations for certification, partnering or webinars.

D. Communications Committee: The Communications Committee will consist of the Association’s Secretary as Chairperson and a Board Member appointed by the President and will be      responsible for the activities of the following subcommittees:
  1. Bulletin Committee: The Bulletin Committee will seek, obtain and publish items of general interest to the Members in bulletins issued and delivered through mail, e-mail or web delivery at least semiannually. These bulletins shall be called “National Petroleum Energy Credit News”.
  1. Technology Committee: The Technology Committee will, from time-to-time, and as requested by the Board of Directors, address and advise the board about items, issues or matters relating to website, social media, equipment any other technology intended to improve the efficiency, productivity, marketing or general presence of the Association benefiting the advancement of the Credit and Payments professions. The committee will be responsible for maintaining the Association web site on the Internet with up-to-date information regarding the Association's activities and benefits of Membership. The committee will submit other proposed projects to the President and Board of Directors for review and for approval, or as appropriate, for presentation to Members at the Annual Meeting or special meetings for their vote. The committee shall be responsible for completing the projects approved by the Board of Directors or otherwise assigned by the President.
  1. Historian: The Historian will be responsible for gathering and summarizing key information about the annual conference, including pictures, attendance, activities, and accomplishments.  The summary will be brief and both prepared and presented in a manner that if a person did not attend, they could obtain a general understanding of what took place during the year within the Association.  The summary information will be included in a subsection of the website for review by those Members who are interested. 
  1. Marketing and Branding: The Marketing and Branding committee is tasked primarily to find ways to improve upon the marketing of the Association brand by being creative in growing the Association name and purpose to those who are Members of or may desire to join the Association. 
 
3.  Strategic Initiatives: In August 2015, the Board of Directors approved the following two (2) ongoing initiatives which may be modified each leadership year to reflect the interests of          the Membership:
  1. Leadership Development:  Strengthen the Association through informed and engaged leaders.  Leadership Development will consist of the President and a Board Member to establish the agenda for leadership training during the annual conference as well as other training or communication as deemed necessary during each calendar year.
 
  1. Financial Solvency: Develop process and systems to protect financial integrity and growth of the Association.  Financial Solvency will consist of the President, Treasurer, one Board Member and the Executive Director to establish a formal annual budget for the Association, the annual conference and to develop or modify a formal sponsorship program for conference Sponsors.

 
4.  A majority of the Members of any committee present at any meeting of the committee shall constitute a quorum thereof for the transaction of business; provided, however, committee     action may be taken by correspondence, in which event the vote of the majority of the committee by mail or e-mail shall be recorded by the Chairperson with the cumulative files of     such committee passed onto the new Chairperson of the committee at the time of appointment. The committee Chairperson shall forward a copy of each committee report to each of     the presiding Directors.
 
5. A quorum for the transaction of business in the respective meetings shall be:

A. The Members present at any committee meeting.

B. The majority of the Board of Directors. In the absence of majority at any committee meeting, those directors may, by majority vote of Directors present in person or by proxy, elect enough members to serve pro tempo to complete a majority.

C. The majority of the members of any committee; provided, however, committee action may be taken by   correspondence provided such action conforms with Article VII, Section 4 of these By-Laws.


ARTICLE VIII

1. Meetings of the Members of the Association shall be held annually (“Annual Meeting”) at the time and place recommended by the Conference Site Selection Committee and     approved by the Board of Directors elected at the previous Annual Meeting. Special meetings of the Members may be called when so ordered by the President or a majority of the     presiding Board of Directors.
 
2. The Board of Directors shall hold two (2) regular board meetings (“Board Meeting”) each year and such special meetings as they, by a majority vote, may deem advisable. Board     Meetings shall be at the time and place of the Annual Meeting.  One Board Meeting shall be held immediately prior to the Annual Meeting and another Board Meeting shall be held     after the Annual Meeting.
 
3.  The Board of Directors may conduct special meetings via electronic means such as video conferencing; teleconferencing or online conferencing provided the method of meeting is     approved by a majority of the Board of Directors at one of the Board Meetings.  The Board of Directors may also approve taking action by a vote via mail or e-mail provided that such     voting method is approved at a Board Meeting.  The President and Secretary are jointly responsible for certifying votes conducted by mail or e-mail.
 
4. Notice of the time and place of the Annual Meeting shall be mailed by the Executive Director at the President’s direction to each Member not less than five (5) nor more than ninety     (90) days prior to each conference.  If approved by majority vote of the Members at an Annual Meeting, for the purposes of the paragraph, “mailed” shall be defined to include e-mail     in addition to or in lieu of traditional postal mail.

ARTICLE IX
 
1. All meetings of the Association shall be governed by parliamentary law in accordance with the provisions of Robert's Rules of Order.
 
2. These By-Laws may be amended by majority vote of those Members present at any Annual Meeting, provided that the full text of the proposed amendment is submitted to all     Members in writing not less than thirty (30) days prior to such Annual Meeting, or by majority vote of respondents to a Membership mailing, provided that the full text of the proposed     amendment is included in such mailing.  For the purposes of the paragraph, “mailed” shall be defined to include e-mail in addition to or in lieu of traditional postal mail.
 
3. The By-Laws may be temporarily suspended by two thirds vote of the Members present at any Annual Meeting.
 
4. Voting shall be by Regular Members only, with each Regular Member present entitled to one vote.
 
5. Resolutions must be submitted in writing and a copy thereof filed with the Secretary prior to the time such resolution is offered for Membership action.
 
6. All reports of Officers and committees shall be in writing with a copy furnished to the Secretary.
 
7. The order of business at all Annual Meeting shall be:

A. Roll call or a check of those present and confirmed by registration.
B. Approval of the minutes of the last meeting.
C. Reports of Officers.
D. Reports of committees.
E. Unfinished business.
F. New Business.
G. Adjournment.



ARTICLE X
The fiscal year of the Association shall end at 11:59 p.m. Central Daylight Time on December 31 each year.