Constitution
ARTICLE I - NAME
The Petroleum Accountants Society of Western Canada was formed on May 1, 1950. In the regular Society meeting held in Calgary, Alberta on June 9, 1987, the name was changed from Petroleum Accountants Society of Western Canada to Petroleum Accountants Society of Canada.
ARTICLE II - OBJECT
Its object shall be to unite and promote cordial relationships among all persons interested in petroleum accounting, to collect and disseminate generally, by all appropriate means, all fundamentally sound accounting principles and methods; to develop, improve and extend, as far as practicable, the present science and art of petroleum accounting.
ARTICLE III - MEMBERSHIP
All persons interested in the aims and objects of the Society may be admitted to membership in such manner and upon such requirements as may be prescribed by the By-Laws. The membership shall be divided into regular and honorary members. The Society shall have power to exclude, expel or suspend any member of any class for any cause it shall deem to be subversive to the best interests of the Society and in such manner as may be prescribed by the By-Laws.
ARTICLE IV - MANAGEMENT
The management of Society shall be vested in a board of twelve directors. The officers of the Society shall be the President, First and Second Vice-Presidents, Secretary, and Treasurer, and shall be members of the Board of Directors.
Immediately after the annual election of officers, the Board of Directors shall designate two of their number, as provided in the By-Laws: and these two directors, together with the President as chairman, shall constitute an Executive Committee of the Board of Directors to act for and on behalf of the Board of Directors during the interim between board meetings on any and all matters which may be delegated by the Board of Directors.
ARTICLE V - BY-LAWS
The By-Laws of the Society shall be admitted and taken to be its laws subject to this Constitution. They may be altered and amended only as provided in Article VI herein. They may regulate and limit the powers of functions of the Board of Directors. They may prescribe the times and places of meeting of the Board of Directors, and of the Society. They may prescribe the number who shall constitute a quorum at any of the meetings; regulations as to voting; the qualifications of the manner of electing members of all classes and directors; the manner of electing or appointing officers, committees, and agents of the Society; the powers and duties of officers and all concerned; and shall contain provisions for regulating generally the internal affairs of the Society.
ARTICLE VI - AMENDMENTS TO THE CONSTITUTION AND BY-LAWS
- Amendments to the Constitution and/or By-Laws of the Society may be made by resolution passed by three-fourths of the voting membership in attendance at a general meeting of the Society of which notice specifying the intention to propose the resolution has been duly given.
- Amendments may be proposed at any time by the Board of Directors or by five voting members of the Society in good standing; or any five voting members in good standing may request the Board of Directors to draft amendments to carry out specific changes in the Constitution and/or By-Laws as set forth in said request.
- The Secretary shall notify all members of the Society of the adoption of any proposed changes to the Constitution and/or By-Laws.
Bylaws
ARTICLE I - MEMBERSHIP
Section 1
Members must be of legal age.
Section 2
Membership in the Society shall be open to persons actively occupied in the fields of accounting, auditing, finance or economics with companies or organizations which are directly or indirectly engaged in the activities of any sector of the petroleum and/or natural gas industry.
Section 3
All applications for membership shall be made in writing on application forms furnished for the purpose and addressed to the Secretary of the Society. The Secretary shall present all applications to the Board of Directors for action. The approval of a majority of the directors present at any meeting of the Board of Directors shall be sufficient for election or rejection. The Secretary shall notify each applicant in writing as to the decision of the Board of Directors. This responsibility may be delegated to any director at the discretion of the Board of Directors.
Section 4
All applications for Honorary Memberships must be submitted in writing by a person other than the individual seeking Honorary Membership. Honorary Membership shall be granted on any of the following criteria:
- (a) individual has been an active EASC member for at least ten (10) years, has retired from active employment in the resource industry and approval be by the Board of Directors at their discretion.
- (b) any other individual active within EASC approved by the Board of Directors at their discretion.
Section 5
Any member adjudged by the Board of Directors to have violated the By-Laws or Code of Ethics of the Society, or who shall be guilty of conduct rendering the member unfit to continue membership, may be expelled by a three-fourths vote of all the Directors. Any member so expelled shall have refunded to the member the unexpired portion of the membership dues which have been paid.
Section 6
Any member may resign at any time under such terms as the Board of Directors may prescribe, but such resignation shall not become effective until accepted by the Board of Directors.
ARTICLE II - VISITORS
Section 1
Members may bring guests to a meeting of the Society under such rules and regulations as the Board of Directors may from time to time prescribe.
ARTICLE III - INITIATION FEES AND DUES
Section 1
The Board of Directors shall fix the amount of the initiation fee which shall be paid by members, and shall, in its discretion, have power to suspend or reduce such initiation fee when, in its judgment, such suspension shall be the best interests of the Society, provided that at no time shall the initiation fee be more than $10.00.
Section 2
The annual dues of the Society shall be set each year by the Board of Directors and shall require the approval of not less than three-fourths of the members of the Board.
Section 3
A candidate who is admitted during any fiscal year shall be subject to full dues if more than half of the year is left, or half of the dues if less than six months of the year is left. Each member shall receive a bill for dues at the time of notification of acceptance.
Section 4
At the beginning of each fiscal year, a notice of the dues payable for that year shall be sent to each member. The membership of any individual who fails to pay dues within ninety days from the date dues are payable may be terminated.
Section 5
The resignation of any member shall not give any right to a rebate of any portion of dues paid.
ARTICLE IV - MEETINGS
Section 1
The annual meeting of the Society shall be held within six (6) months of the fiscal year end to transact any business whatsoever relating to its affairs.
Section 2
The Society shall hold a minimum of four (4) meetings at such times and places in the City of Calgary as may be established and published by the Board of Directors. Other meetings may be held at such times and places in the City of Calgary as may be determined by the Board of Directors.
Section 3
The Secretary shall deliver a notice of each meeting to each member not less than seven days prior to the meeting, but no defect in notice of the meeting shall invalidate the same or any procedure taken thereat.
Section 4
A special meeting of the Society may be held at any time and place in the City of Calgary upon call or notice by the Board of Directors, which it may give on its own initiative, or which it shall give on the written request of ten members. A notice of the special meeting shall be delivered by the Secretary to each member at least seven days prior to the date set therein for the meeting and shall state the purpose thereof.
Section 5
At any meeting of this Society, except meetings of the Board of Directors, a quorum shall consist of five (5) per cent (rounded to the nearest whole number) of the membership present either in person or by absentee vote. Those present at any duly called meeting although less than a quorum, may adjourn the meeting, without further notice, to any given time and from time to time.
Section 6
At each meeting of the Society, each member present shall be entitled to one vote. If a member is unable to attend a meeting of the Society, the member may cast a vote in absentia on any agenda item.
An absentee vote shall be valid only, if prior to the time specified in the notice of meeting, it shall be received by the Secretary forty-eight hours prior to the time of voting.
Section 7
The order of business at all meetings of the Society, of the Board of Directors, and of all other committees, shall be such as may be prescribed by the presiding officer, and if objection be made thereto, then by a majority vote of the meeting.
ARTICLE V - BOARD OF DIRECTORS
Section 1
The management of the Society shall be vested in the Board of Directors. The Board shall control and manage the business and affairs of the Society and shall have the power to set policy affecting the present and future operations of the society, provided that such policy is consistent with law in the Province of Alberta and these bylaws. The Board shall have the power to appoint all staff or agents of the Society, to prescribe their duties and fix their compensation.
Section 2
The Board of Directors of the Society shall consist of a minimum of eight (8) and a maximum of twelve (12) members elected by vote of the members present and voting at the last regular meeting of the fiscal year. The immediate past President shall serve as an ex-officio member of the Board, unless a Director. Two-thirds of the Directors shall be members actively employed with companies which are directly engaged in exploration for, and/or production of petroleum and/or natural gas. If for any reason, directors are not elected by the last regular meeting of the fiscal year, they may be elected at a special meeting called for the purpose in accordance with Article IV, Section 4.
Section 3
At the regular meeting to be held during the month of April, any member may nominate candidates to succeed the retiring members of the Board of Directors. Election shall be held at the last regular meeting the fiscal year.
Section 4
At the last regular meeting of the fiscal year, there shall be an election of Directors, for a period of up to three years, to replace any retiring directors. The elected directors shall succeed the retiring directors on June 30th, being the end of the fiscal year. If any director shall die, or the office otherwise become vacant, the unexpired term shall be filled by a majority vote of the Board of Directors.
- (a) The Board of Directors shall meet at least monthly, except in July, at such times and places as it may select. At such meetings, the presence of sixty (60) percent (rounded to the nearest whole number) of the directors shall constitute a quorum. At all meetings of the Board of Directors, the President of the Society, if present, shall act as Chair. Notice of directors meeting shall be delivered by the Secretary, or as the Board of Directors may otherwise direct, but no defect in notice shall invalidate the meeting or any proceeding taken thereat.
- (b) A director who does not attend three meetings of the Board of Directors during a fiscal year shall submit their resignation to the President for consideration by the Board.
Section 5
For the purpose of carrying out the objects of the Society, the Directors may borrow or raise or secure the payment of money in such manner as they think fit. However, the Board of Directors shall not have power to assume any liability on behalf of the Society for an amount in excess of the funds in the hands of the Treasurer, not otherwise appropriated, unless expressly authorized by the three-fourths vote of all the members in good standing present at a special meeting called for that purpose.
Section 6
The Board may authorize the reimbursement of expenses incurred by a Director on behalf of the Society but no Director shall be entitled to receive remuneration for acting as Director of the Society.
Section 7
Only two (2) members of any company or organization shall be eligible for election to the Board of Directors. For the purpose of this section, all subsidiary or affiliated companies in the same group shall be considered as one company and shall not be represented by more than two (2) members on the Board of Directors, and no more than one (1) may be a signing officer.
Section 8
Any director shall be eligible for re-election to the Board of Directors.
ARTICLE VI - OFFICERS
Section 1
The officers of this Society shall be a President, a First Vice-President, a Secretary and a Treasurer who shall all be members of the Board of Directors. At the discretion of the Board, the offices of Secretary and Treasurer may be held by one member, also an additional Vice-President may be appointed.
Section 2
These officers shall be elected by the vote of the directors present and voting at the first Board of Directors meeting in the ensuing fiscal year and shall hold office for one year and until their respective successors are duly elected and qualified. The term of office of each shall expire at the end of the fiscal year for which the director is elected.
Section 3
Officers shall be eligible for re-election.
Section 4
The Board of Directors may allow to any member such sums for compensation or expenses as it, in its discretion, may determine.
Section 5
In case of vacancy in the office of President, the First Vice-President and the Second Vice-President shall automatically advance; the First Vice-President to the office of President, and the Second Vice-President to the office of First Vice-President, the office of Second Vice-President thereby becoming vacant. A vacancy in the office of the Second Vice-President, the Secretary or the Treasurer shall be filled for the unexpired term thereof, by a majority vote of the Board of Directors.
Section 6
Any officer or director may be removed for cause by a three-fourths vote of the Board of Directors at a special meeting called for that purpose, after such proceedings as the Board of Directors may determine. Upon such removal of an officer or director, the office shall be filled for the unexpired term thereof by a majority vote of the Board of Directors subject to the provisions of Article VI, Section 5.
ARTICLE VII - DUTIES OF OFFICERS
Section 1
The President shall be executive head of the Society and when present, shall preside at all meetings of the Society and of the Board of Directors. The President shall exercise a general supervision over the affairs of the Society and shall see to the enforcement of the By-Laws and to the carrying out of all resolutions and proceedings of the Society and of the Board of Directors. The President shall keep the Board of Directors fully informed and shall frequently consult it concerning the business and activities of the Society.
Section 2
In case of the absence or disability of the President, the ranking Vice-President shall perform the President’s duties. Each Vice-President shall have such other powers and duties as may be prescribed by the Board of Directors.
Section 3
The Secretary shall keep a roll of the members, give notices of meetings of the Society and of the Board of Directors, keep a record of proceedings at such meetings, preserve all communications pertaining to the affairs of the Society, and perform such other duties as shall pertain to the office of Secretary as may be prescribed by the Board of Directors. The Secretary shall have the custody of the official seal of the Society and shall exercise its proper use under the direction of the President.
Section 4
The Treasurer shall keep proper books of account showing dues receivable and collected from members, and all other funds receivable and collected together with record of payment made by the Treasurer from time to time under authority of the Board of Directors. The Treasurer shall collect such dues and all other funds receivable by the Society, subject to the supervision and control of the Board of Directors. The funds received by the Treasurer shall be deposited in a bank to be selected by the Board of Directors in an account in the name of the Society and the same may be withdrawn from said bank on two signatures of the officers of the Society.
The Treasurer may be required to furnish a bond for the faithful performance of the Treasurer’s duties in such form and in such amount as may be required by the Board of Directors.
Section 5
The membership roll, the books of account, and all other records, documents, or other things relating to the Society, in the custody of the Secretary or Treasurer, shall be open at all times to inspection by any director of the Society and shall be subject to audit at any time.
Section 6
The Board of Directors may authorize the Secretary or Treasurer to employ such clerical assistance as may, in its discretion at such compensation as it may designate from time to time.
ARTICLE VIII - STANDING AND SPECIAL COMMITTEES
Section 1
There shall be Standing Committees as follows:
- (a) Joint Venture Audit
- (b) Education
- (c) Financial Accounting & Reporting
- (d) Joint Interest Research
- (e) Materials and Inventory
Each Committee shall annually elect a Chair and the Chair’s name shall be submitted to the Board of Directors for approval.
Section 2
The Standing Committees listed in this Article VIII, Section 1 shall be charged with the responsibility of researching and reporting in a timely manner to the Board of Directors on their respective Committee’s area of interest. This shall include research and surveys of industry problems, written opinions on current topics, dissemination of information on significant developments in their area of interest and any other action requested by the Board of Directors. The Committees shall also be charged with the preparation, review and approval of such documents and publications for release by the Society in the manner as defined from time to time by the Board of Directors pursuant to Article IX, Section 8. The specific objectives and duties for each Committee shall be defined by such Committee subject to the approval of the Board of Directors. Any subsequent revisions also require the Board of Director’s approval.
Section 3
There shall be other Committees as authorized by the Board of Directors who may approve each Committee charge.
ARTICLE IX - AMENDMENTS TO THE BY-LAWS
Section 1
Amendments to the By-Laws of the Society may only be made by a special resolution passed by three-fourths of the voting membership either in attendance at a general meeting of the Society or by way of proxy vote as provided under the By-Laws Article IV, Sections 5 and 6 provided that a quorum is present and further provided that notice specifying the intention to propose the resolution has been duly given with not less than 21 days notice.
Section 2
Amendments may be proposed at any time by the Board of Directors or by five voting members of the Society in good standing; or any five voting members in good standing may request the Board of Directors to draft amendments to carry out specific changes in the By-Laws as set forth in said request.
Section 3
The Secretary shall notify all members of the Society of the adoption of any proposed changes to the By-Laws.
ARTICLE X - GENERAL PROVISIONS
Section 1
In keeping with the object of the Society, confidential matters of either a financial or operating nature of any oil company shall not be discussed at any meeting of the Society.
Section 2
The fiscal year shall end on the 30th day of June in each year.
Section 3
Any notice to members of the Society or to any director or officer shall be deemed sufficiently given if delivered to the last contact address furnished by the member, director or officer to the Secretary. The Secretary may give any notice whatsoever to be given or on behalf of the Society.
Section 4
If, at any meeting of the Society, or the directors, the President is absent and no one authorized to perform his duties is present, then a Chair or a Secretary pro tem or both (as the case may require) may be elected by the majority vote of the members present.
Section 5
Any contract or similar undertaking that may be made by or for the Society for the duration of such meetings shall be made in such manner as the Board of Directors may, in any given case or from time to time, prescribe. No contracts or similar undertakings or obligations shall be binding upon the Society or any of its members unless authorized by the members of the Society or by the Board of Directors.
Section 6
In case of dissolution of the Society and liquidation of its affairs, any money or other assets remaining after the payment of all obligations shall be given to another not for profit organization at the discretion of the Board of Directors. The decision and determination of the Board of Directors shall be final and conclusive upon all persons in any way interested.
Section 7
The management of the Society shall cause the books of account and financial statements to be audited by an auditor appointed by the Board of Directors, and a copy of the audited financial statement to be delivered to members prior to the annual meeting to be held during the month of September each year.
Section 8
Policies and Procedures shall be of the same force and effect as the By-Laws and may be amended from time to time by the Board of Directors. Where Policies and Procedures contradict the By-Laws, the latter shall prevail.
Section 9
The minutes, books and records of the Association may be inspected by any member at any reasonable time in the presence of 2 Directors and the Executive Director.
ARTICLE XI - SERVICES TO BE RENDERED BY THE SOCIETY
Section 1
With the object of rendering services for the general benefit of its members, the Society will undertake such activities as, in the sole discretion and judgment of the Board of Directors, are designed to promote and develop the Society and to carry into effect the object stated in Article II of the Constitution.
Section 2
Local chapters of this Society may be formed in such places as the Board of Directors may approve, subject to such regulations as to membership, organization, procedures, and financial relationship with the Society as the Board of Directors may prescribe.