Article I – Name
This organization shall be known as the Permian Basin GPA Midstream Association (“PBGPA”).
Article II – Purpose
The Purpose of this organization is to serve as a forum for the exchange of ideas and information concerning the oil, gas, and produced water midstream industry with a goal of improving operations and related activities concerning all phases of oil and gas commodity and produced water movement and processing.
The organization shall also provide scholarships to junior and senior level engineering students as a method of attracting new talent to the industry.
Article III – Officers
The officers of this organization shall consist of : a Chairman/President, Vice-Chairman/Vice President, Secretary and Treasurer. Each of these positions will be for a one-year term to be elected or reconfirmed every year.
Article IV – Executive Board
The Executive Board shall consist of nine (9) members; which shall be the elected officers, the immediate past chairman, and four (4) Board members. Two (2) Board members shall be elected for a period of two (2) years each year, effectively staggering the terms.
In the event a position is vacated, it shall be filled by a member appointed by the remaining Board members selected by simple majority.
Article V – Governing Regulations
With respect to the GPA Midstream, industry policies, or Federal/State/municipal legislation or administration: This Chapter shall not adopt any resolution, or take any action, except by recommendation from the GPA Midstream Board of Directors.
Article VI – Quorum
One third of the members of the Chapter, OR at least five members of the Executive Board shall constitute a quorum at any regular or special meeting.
Article VII – Amendments
This Constitution may be amended at any regular meeting by an affirmative vote of two-thirds of the members present and voting, provided that the proposed amendment shall have been presented at a previous regular meeting, except no amendment of this constitution, which in whole or in part abrogates or modifies Articles, I, II, III or V hereof shall become effective until such amendment shall have been approved in writing by the Committee on Chapter Activities of the Permian Basin Chapter of the GPA Midstream.
Article VIII – Formation
PBGPA is to be a 501 (c) (6) per IRS publication 4221-C
Article I – Membership
Membership in this organization shall be open to representatives of companies owning and operating crude oil pipelines, crude oil terminals, gas processing plants and/or gathering systems, produced water gathering and/or treating systems, representatives of supply and service organizations related thereto, and any others who may be interested in the operation or production of such infrastructure.
Article II – Dues, Fees and Sponsorships
Section 1 – The annual dues for Chapter membership shall be $45 per year for Individual Memberships and $350 per year for Corporate Memberships, payable by June 1st of each year.
Section 2 – Training fees will be a flat fee determined by the Training Committee and will be the same amount for members and non-members.
Section 3 – All expenses for the conduct of Chapter meetings shall be borne by the Chapter membership and the necessary funds shall be procured by dues and other suitable means. Events organized by the PBGPA may be sponsored. The sponsoring company will be allowed to display marketing information such as banners and will be allowed to distribute marketing materials such as: pens, writing pads, hats, etc.
Article III – Meetings
Section 1 –Meetings shall be held monthly. The Permian Basin Regional meeting of the PBGPA shall replace the May chapter meeting.
Section 2 – The Permian Basin Regional meeting shall be the annual meeting for the reports of officers, elections and installation of new officers, and any other business that may properly come before such a meeting.
Section 3 – A special meeting may be called at any time by the Chairman/President or a majority of the Executive Board, provided notice is sent to Chapter members at least five days in advance of such meeting.
Section 4 – The Executive Board shall meet at the call of the Chairman/President or any five members of the Board.
Article IV – Election of Officers
Section 1 – The election of officers shall occur annually at the Permian Basin Regional meeting of the PBGPA.
Section 2 – At least 30 days prior to the February meeting, the Chairman/President shall appoint a nominating committee composed of the four members of the Board, and three members from the general membership. This committee will select nominees for each office to be filled and shall present these nominees for consideration at the February meeting. Other nominations may be made from the floor following presentation of the Committee report. Voting on all nominees may be by secret ballot, a standing vote, a show of hands or other means as set forth in Section 3 below.
Section 3 – In the event of a pandemic, natural disaster or crisis that prevents in-person regular meetings, the election of officers may be held via electronic voting or during a virtual chapter board meeting and may be delayed as deemed necessary by 2/3 consent of the Executive Board depending on the severity of the crisis.
Article V – Duties of Officers
Section 1 – The Chairman/President shall preside at all meetings of the Chapter and Executive Board; serve as a member of a PBGPA Committee on Chapter Activities; appoint committees as deemed necessary or upon instructions from the Chapter membership; and perform such other duties as may pertain to this office.
Section 2 – The Vice-Chairman/Vice President shall make arrangements for all general meetings and programs. In the absence of the Chairman/President, the Vice-Chairman/Vice President shall perform all the duties of both offices.
Section 3 – The Secretary will keep a record of all proceedings/minutes of the Chapter and Executive Board meetings and maintain and update the membership roster as needed. The Secretary will send to national GPA Midstream offices copies of all notices of meetings, programs, minutes, financial reports, and all other pertinent Chapter activities. The Secretary will also act as Raffle Chairman for the annual meeting in May.
Section 4 – The Treasurer shall receive all monies due, on behalf of the Chapter, and pay out monies only with the approval of the Chairman/President or two thirds of Executive Board. Chapter funds shall be kept in a bank account designated “Permian Basin GPA”. The Chairman/President shall also be authorized to sign checks in case of inability of the Treasurer to perform the duties of this office. The Treasurer shall also render an annual financial report to the membership showing in detail the receipts and disbursements, cash on hand, and other pertinent detail supporting the receipt and use of funds.
Section 5 – If the Chapter Chairman/President becomes unable to complete the term of this office, the Vice-Chairman/Vice President shall automatically become Chairman/President. If the Vice-Chairman/Vice President is unable to serve or vacates the office, a successor shall be elected at the next Chapter meeting. If the Secretary or Treasurer becomes unable to serve or vacates the office, the Chairman/President may appoint a successor to serve the unexpired term of that office.
Article VI – Amendments
These By-Laws may be amended at any regular meeting by an affirmative vote of two-thirds of the members present and voting, provided that the proposed amendments shall have been presented at a previous chapter meeting.
In the event of a pandemic, natural disaster or crisis that prevents in-person regular meetings, these By-Laws may be amended via email message to the entire membership a week prior to the monthly board meeting whether it be in person or virtual.
Article VII – Additional Procedures, Rules and Parliamentary Procedures
Any situation, event or contingency not accounted for in these By-Laws shall be resolved by the Executive Board per the most current edition of Robert’s Rules of Order as much as possible and practical.
While the PBGPA Midstream is closely affiliated with the national GPA Midstream Association (www.gpamidstream.org), we are separate regional organizations. For this reason, membership to the national organization does not include membership to the Permian Basin GPA Midstream Association and vice versa. As a separate organization, the PBGPA collects a modest membership fee to cover operating expenses, such as website maintenance, banking and credit card fees that allow for on-line payments/transactions.
Individual membership dues are only $45.00 and corporate memberships are $350.00 for the fiscal year which runs annually from June 1st to the following May 31st.
There are five other separate but related regional GPA Midstream Chapters that operate in a similar manner – Appalachian Basin, Houston, Mid-Continent, North Texas, and Rocky Mountain.
The GPA Midstream Association’s mission is to responsibly serve and represent the midstream energy industry through collaborative expertise, safety and advocacy from its member companies and staff, focused on sustainability, to the benefit of all.
The GPA Midstream Association has been engaged in shaping the midstream sector of the U.S. energy industry since 1921: setting and adopting standards for natural gas liquids; developing simple and reproducible test methods to define the industry’s raw materials and products; managing a cooperative research program that is used worldwide; providing a voice for our industry on Capitol Hill; being the go-to resource for a multitude of technical reports and publications; and so much more. Our annual GPA Midstream Convention has become the meeting place for midstream professionals from around the globe.