COUNCIL OF PETROLEUM ACCOUNTANTS SOCIETIES
AMENDED SEPTEMBER, 2001
FORMATION OF COUNCIL
For the purpose of coordinating the efforts of various petroleum accountants societies, a council to be known as “The Council of Petroleum Accountants Societies of North America” was formed in a meeting of representatives from various societies at Midland, Texas on April 25, 1961. In the regular Council meeting held at Wichita, Kansas on April 25, 1980 the name was changed from “Council of Petroleum Accountants Societies of North America” to “Council of Petroleum Accountants Societies”. The Council of Petroleum Accountants Societies (COPAS), a non-profit organization, is dedicated to the following objectives:
A. Coordinate the work of the Participating Societies
B. Study and analyze accounting and other problem areas of the petroleum industry
C. Formulate and disseminate petroleum industry accounting practices, procedures and pronouncements through the use of bulletins and interpretative statements
D. Cooperate with other oil and gas industry associations and institutions as deemed advisable
E. Advance the individual capabilities of its members through the Accredited Petroleum Accountant Certification Program and other programs of educational and professional development
F. Cooperate in the education of the public concerning the petroleum industry
G. Assist educational institutions through contributions for papers, books, speakers and scholarships
H. Provide a forum for exchange of information and ideas
I. Consider other matters relating to petroleum industry accounting that may be brought before COPAS
A. Types and Eligibility
1. Participating Society Membership - consists of an active society of petroleum accountants within or outside the United States which has been elected to membership in COPAS and is entitled to participate in all activities of COPAS.
a) Eligibility To be eligible for a Participating Society Membership in COPAS, a society must have adopted a set of bylaws, conduct a minimum of three local meetings per year, have been operational for a minimum of one year, and have a membership consisting of 25 or more individuals representing five or more companies. A Participating Society must also have a minimum of two accounting study committees actively studying accounting areas of interest similar to those of the COPAS Standing Committees.
b) Individuals Members in good standing of a Participating Society are Participating Individual Members of COPAS and are entitled to participate in all activities of COPAS. Participating Individual Members shall be eligible to hold an elective or appointive position in COPAS. A Participating Society located outside the United States must designate at least 25 members representing five or more companies who are to be Participating Individual Members eligible to vote or hold elective or appointive office in COPAS. Each member so designated will be subject to the dues requirements of this article II.
c) Dues Each Participating Society shall contribute to the fiscal requirements of COPAS to defray operating costs. The amount of the contribution shall be determined annually by the Board of Directors subject to approval by the Council.
2. Associate Society Membership - consists of an active society of petroleum accountants within or outside the United States which has been elected to membership in COPAS, but which has limited participation rights in the activities of COPAS. Associate Societies are not eligible to vote.
a) Eligibility To be eligible for an Associate Society Membership in COPAS, a society must have adopted a set of bylaws, conduct a minimum of three local meetings per year, have been operational for a minimum of one year, and have a membership consisting of 12 or more individuals representing three or more companies
b) Individuals Members in good standing of an Associate Society are Individual Associate Members of COPAS and are entitled to limited participation in all activities of COPAS. Individual Associate Members shall not be eligible to hold an elective or appointive position in COPAS.
c) Dues and Participation Each Associate Society shall contribute to the fiscal requirements of COPAS to defray operating costs. The amount of the contribution shall be determined annually by the Board of Directors subject to approval by the Council. All members of an Associate Society will be welcome to participate in COPAS regular national meetings and Standing Committee meetings, but will not be eligible to vote.
3. International Society Membership - consists of an active society of petroleum accountants outside the United States which has been elected to membership in COPAS, but which has limited participation rights in the activities of COPAS. International Societies are not eligible to vote.
a) Eligibility To be eligible for an International Society Membership in COPAS, a society must have adopted a set of by-laws, have been operational for a minimum of one year, and have a membership consisting of 12 or more individuals representing three or more companies. The International Society must be comprised solely of members who reside outside the United States.
b) Individuals Individuals of an International Society are not members of COPAS but are entitled to limited participation in all activities of COPAS. Members of an International Society shall not be eligible to hold an elective or appointive position in COPAS.
c) Dues and Participation The Board of Directors shall establish, separately for each International Society, annual fees or dues to cover the administrative cost of interaction with the society, such as postage, printing costs, communication expense. All members of International Societies will be welcome to participate in COPAS regular national meetings and Standing Committee meetings, but will not be eligible to vote.
4. Individual Membership - consists of a Limited Member or Academic Member who has been approved for membership in COPAS pursuant to Article II, Section B, Paragraph 2, but has limited participation rights in the activities of COPAS. Individual members shall not be eligible to vote or be elected or appointed as an officer, Board of Directors member, council representative, Standing Committee chairperson, or Standing Committee member.
a) Limited Member A Limited Member is an individual involved in the petroleum industry, but who does not have a Participating Society in his/her geographical area. Limited Members must be actively engaged in petroleum accounting, public accounting, or education directly connected with the petroleum industry.
b) Academic Member An Academic Member is a student in the academic field of accounting desiring to affiliate with COPAS for the educational opportunities and benefits available in and through COPAS.
c) Dues Dues and initiation fees for Limited and Academic Individual Memberships shall be determined by the Board of Directors and approved by the Council.
B. Admission to Membership
1. In order for a petroleum accountants society to become a Member Society, the society must submit an application for membership to the COPAS National Office. Applications for admission will only be voted on by the Council at a regular spring meeting. Applications must be submitted in a timely manner in order that they may be reviewed and submitted to the Council in time to meet the 60-day rule under Article V, Section C.
The initial admission of a Participating Society, Associate Society, or International Society shall require the approval of two-thirds of the Participating Societies voting at a spring Council Meeting. Upon admission, the society shall pay an initiation fee and a pro rata share of the current year assessment of COPAS' operating costs.
Newly admitted Participating Societies shall be eligible for voting participation in committees or in any other Council business at the next regularly scheduled meeting after the meeting during which they were approved for membership.
2. In order to become a Limited or Academic Member, individuals must submit an application for membership to the COPAS National Office. Applications may be submitted at any time and shall be subject to review and approval by the Executive Director or other designee approved by the Board of Directors.
C. Suspension of Society and Individual Memberships
1. A society may be suspended from participation in COPAS activities by two-thirds approval of the Participating Societies voting at a Council meeting. Grounds for suspension may include the following:
a) failure to pay its assessment of COPAS' operating costs within a time period specified by the Board of Directors
b) failure to be represented and participate in National COPAS Activities
1) Participating Societies: at least one Council meeting and two other National COPAS activities each calendar year. (Other COPAS activities include the Leadership Conference, Board of Directors Meetings, and COPAS Standing, Special and Sub-Committee meetings.)
2) Associate and International Societies: at least one Council meeting or Leadership Conference each calendar year
c) becoming inactive as a local society
d) failure to meet membership requirements for admission
2. When a society fails to meet the requirements described above in Paragraphs 1, a) through 1, d), the following actions will be taken:
a) The Board will notify, in writing, any society subject to suspension.
b) Assistance will be offered by the Board to any society subject to suspension to remedy any deficiencies.
c) Any society remaining deficient after a period of one year from Board notification may be recommended for suspension from Council activities. However, the Board, at its discretion, may recommend suspension of any society sooner if warranted by the nature of the deficiency. Further, the Board may recommend an extension of this period if the Society has exhibited efforts to remedy the deficiencies.
3. Societies under suspension
a) Will be allowed and encouraged to attend all COPAS meetings, including Standing Committees, Special Committees, Board of Directors, and Council meetings, but will not be allowed to vote on any motions undertaken at any meeting.
b) Will continue to receive all COPAS mailings, including the COPAS Accounts, and Monthly Messenger if the society pays its annual assessment. Suspended societies are encouraged to continue to pay the annual assessment in order for their membership to stay abreast of COPAS issues and events during the suspension period. Members of a society in suspended status which has not paid its annual assessment will be offered an Individual Membership, and no initiation fee will be charged.
c) Will have their status reviewed at least annually by the Board of Directors and will be recommended for a continued suspended status, termination of membership, or reinstatement of membership. Recommendations will be based on progress made on deficiencies and/or the specific desires of a suspended society.
4. A society may be removed from suspension when the grounds for suspension are corrected and upon approval of two-thirds of the Participating Societies voting at a Council meeting. A society may be dropped from membership after one year's suspension and upon approval of two-thirds of the Participating Societies voting at the regular spring or fall meeting.
5. Participating Individual and Individual Associate Members are automatically suspended when they cease to be a member of a society or when the society of which they are a member is suspended under terms of this Article II. This membership shall be terminated if the society's membership is terminated.
6. Limited and Academic Members shall be suspended and/or terminated when they no longer meet the eligibility requirements or fail to pay the annual dues with 15 days after receipt of billing from the COPAS National Office.
D. Change in Type of Membership
1. The Board of Directors may change a society’s membership type without a Council vote from a Participating Society Membership to an Associate Society Membership, provided that the society meets all eligibility requirements of an Associate Society Membership and only when the society does not meet the membership requirements of a Participating Society.
a) The Board will notify, in writing, any Participating Society subject to a change in membership type.
b) Assistance will be offered by the Board to any Participating Society subject to a change in membership type to remedy any deficiencies.
c) Any Participating Society remaining deficient after a period of one year from Board notification may be changed to an Associate Society Membership. The Board may extend this period if the society has exhibited efforts to remedy the deficiencies.
2. Any society holding an Associate Society Membership and which had previously held a Participating Society Membership may request reinstatement of that Participating Society Membership. Such reinstatement may be approved by the Board of Directors without a Council vote if the following conditions are met:
a) The society must be in good standing within COPAS.
b) The society must meet all eligibility requirements of a Participating Society.
c) The society must have maintained continuous associate membership in COPAS since the Participating Society Membership was held.
d) The request for reinstatement may only be considered by the Board of Directors at either the spring or fall regular meetings of COPAS.
e) The request for reinstatement must be submitted at least 90 days prior to the spring or fall regular COPAS meeting and must be included in agenda notification to the Council at least 60 days prior to the date of the meeting.
A. The Council shall be composed of one representative from each of the Participating Societies, with said representatives to be designated by each society according to its own bylaws.
B. There shall be a Board of Directors composed of nine regular members, who shall have all been endorsed by their local society. Directors shall be elected by all voting members of the Council. The immediate past President, if a retired director, and the Executive Director shall serve as ex-officio members of this Board, but shall not be eligible to vote.
C. At each annual election, there shall be elected three directors for a period of three years to replace retiring directors. Each society shall have one (1) vote for three different nominees for three different director positions with the three candidates receiving the most votes being declared the newly-elected directors. In case of ties or a winning candidate is unable to serve because of conflict with Paragraph D, a second vote shall be taken for the undecided position(s) with each society having one vote for each position.
D. A company or society may have not more than two directors. The nominating committee is responsible for assuring that no company or society shall have a nominee(s) that, if elected, would cause that company or society to have more than two (2) directors. However, a director who relocates to a different company and/or society shall be entitled to complete his/her term even though such relocation causes the Board to temporarily have more than two directors from a company and/or society.
E. Elections shall be held each year at the Fall Meeting of the Council. A society may not vote by proxy. Interim Board of Directors vacancies will be filled upon recommendation by the Board of Directors and approval of the Council at the next meeting of the Council.
F. There shall be four officers of the Council, a President, a Vice-President, a Secretary and a Treasurer. Officers shall be elected for one year terms by a majority vote of the new Board of Directors, present and voting, at a meeting of the Board to be held after the fall meeting of the Council but prior to year-end. The officers' terms of office shall be for the calendar year commencing on January 1st of the year following election. If any elective office is vacated, it shall be the duty and responsibility of the Board of Directors to fill such vacancy for the unexpired term.
G. There shall be a Nominating Committee for each Board of Director election, consisting of the immediate past President as Chairperson and three other members from Participating Societies elected by the Council by plurality vote at the fall meeting.
H. There shall be an Executive Director of COPAS. Such person shall be selected by the Board of Directors and approved by the Council whenever a vacancy occurs. The Executive Director will function as an employee of COPAS with compensation to be approved by the Board of Directors.
I. There shall be Standing Committees as authorized by the Board of Directors and approved by the Council. The President, upon approval by the Board of Directors, shall appoint the chairperson for each of these Standing Committees and there shall be at least four other members. Each Participating Society may name a member to each committee if the membership includes a person of experience in the particular field. The chairperson serves as a facilitator, not as a voting member from a Participating Society. Representation on any one of these committees is at the discretion of each society.
J. There shall be Special Committees as authorized by the President, upon approval by the Board of Directors, and/or the Council. The President, upon approval by the Board of Directors, shall appoint committee chairpersons. The Board of Directors shall approve each committee charge.
K. All chairpersons of Standing and Special Committees, all presidential appointments, and all approved projects will exist for a period not to exceed two years, but may be re-established, re-approved, or re-appointed for another year.
A. President – The President shall preside at all meetings of the Council and the Board of Directors, appoint all committee chairpersons not specifically provided in these Bylaws, and coordinate all the activities of COPAS. The President, upon approval of the Board of Directors, will appoint a COPAS member (other than a Board of Directors member) or an independent CPA firm to conduct an annual audit of the accounts and records of COPAS. This annual audit shall include the preparation and the filing of all applicable federal and state tax returns. Such member or firm shall issue a report reflecting the results of such audit to the Board of Directors and Council.
B. Vice President – The Vice President shall assist the President in the performance of duties, preside at Council meetings in case of the President's absence, enforce the Bylaws, and serve as parliamentarian of the Council.
C. Secretary – The Secretary shall keep a record of all Board of Directors and Council proceedings and distribute same to the Board and Council representatives in cooperation with the Executive Director.
D. Treasurer – The Treasurer shall be responsible for preparation of the annual budget, receive and disburse working funds, and prepare a report of cash receipts, disbursements, and balance on hand for each Council and Board of Directors meeting. The Treasurer shall be responsible for the management of funds on behalf of COPAS under the direction of the Board of Directors. The Treasurer will be responsible for arranging for the performance of the annual audit of COPAS records by the auditor appointed in accordance with Section A of this Article IV.
E. Board of Directors – The Board of Directors, acting for the Council, shall maintain continuing surveillance over the operations of COPAS to assure that policies, projects, and other activities authorized by the Council are being executed in a proper and timely manner. The Board will establish procedures for controlling COPAS materials copyrighted, published and sold. The Board of Directors shall continually review the objectives of COPAS and the charges of committees, recommend projects for study, elect a President, Vice President, Secretary, and Treasurer as provided in Article III, Section E, and act for the Council between meetings thereof upon matters specifically delegated by the Council. The Board of Directors shall meet at such times as it may elect and report to the Council any action taken by it since the last preceding Council meeting.
F. Nominating Committee – The Nominating Committee shall select nominees for election as members of the Board of Directors and submit its selections to Participating Societies and Council Representatives at least 60 days in advance of the fall Council meeting. Such nominees must be members in good standing of a Participating Society. Societies may propose other nominees, but such nomination must be submitted to the voting societies and Council Representatives at least 30 days in advance of the fall Council meeting.
G. Executive Director – The Executive Director shall administer the normal business operation of COPAS and perform other functions as directed by the Council or the Board of Directors. Duties of the Executive Director will include, but not be limited to the following:
1. Act as an ex-officio member of the Board of Directors and all Standing and Special Committees
2. Assist in organizing and administering conferences, seminars, and other meetings
3. Coordinate COPAS activities with the member societies
4. Manage the COPAS National Office
5. Maintain a library of all COPAS publications
6. Maintain all files and records as directed by the Board of Directors
7. Act as a central contact for all COPAS communications and activities
8. Act as public relations director
H. Standing Committees – The Standing Committees shall be responsible for researching and reporting in a timely manner to the Board of Directors and Council on their respective committee's area of interest. This shall include research and surveys of petroleum 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 Council or the Board of Directors. The specific objectives and duties for each committee shall be defined by such committee and be approved by the Board of Directors. Any subsequent revisions to the objectives or duties shall require approval by the Board of Directors.
MEETINGS AND NOTICES
A. COPAS shall hold regular meetings in the spring and fall of each year in order to conduct such business as may be brought before the Council. Member societies will host these meetings on a voluntary basis.
B. Notice of all spring and fall Council Meetings shall be given by the President at least 60 days prior to the date of the meeting, giving time, place, and purpose of the meeting in reasonable detail with agenda items identified on which a vote is anticipated. Special meetings shall be called by the President or by a majority of Council representatives by giving 10 days notice prior to the date of the meeting and giving notice of time, place, and purpose of the meeting.
C. Details of the Council agenda items on which a vote by the Council is anticipated shall be published and mailed to all Participating Societies by the Executive Director at least 60 days prior to the Council Meeting with notice that the item will be presented as an item on which a vote is anticipated. Details supporting the calculation of COPAS approved escalations or other amounts based on an approved formula are not required to be sent 60 days prior to the Council meeting.
D. A quorum for conducting Council Meetings shall consist of a majority of the Participating Societies.
E. The rules of procedure at Council Meetings shall be according to Roberts Rules of Order, so far as applicable and when not inconsistent with these Bylaws.
A. Each Participating Society represented at a Council Meeting and eligible to vote shall have one vote. A vote may be cast and will be counted only if the voting society is represented as provided in Article III, Section A of these Bylaws, such representative is present at the time a vote is taken and all membership dues or fees have been paid. No voting by proxy is permitted.
B. A resolution that meets the 60-day requirement under Article V, Section C shall carry if it receives the affirmative vote of a majority of the societies present and eligible to vote at a Council Meeting, except when a vote is taken on Model Forms and related Modifications and Interpretations. A vote on the Model Forms and related Modifications and Interpretations shall carry if it receives the affirmative vote of a two thirds (2/3) majority of the Societies present and eligible to vote at a Council Meeting.
C. A resolution that does not meet the 60-day requirement under Article V, Section C can be voted on if the 60-day rule is waived by approval of at least two-thirds of the societies present and eligible to vote at a Council Meeting.
D. Votes shall be cast as follows:
1. Yes – Affirmative vote
2. No – Negative vote
3. Pass – Defer vote until other voting societies have had the opportunity to vote and automatically request to be called upon to vote or abstain before voting closes
4. Abstain – To withdraw from voting (This will not affect voting requirements in any way.)
LIMITATION OF LIABILITY AND INDEMNIFICATION
A. Any person providing services or any act of assistance without compensation to COPAS in the capacity of a Director or Officer shall not be deemed to have assumed a duty of care where none otherwise existed and shall not be liable to the Council or its members or to any third party for acts or omissions in good faith.
B. No member of the Board of Directors, Officer, or Executive Director of COPAS shall be liable for actions taken or omissions made in the performance of duties in such capacity except for wanton, willful, or unlawful acts or omissions.
C. The Council, acting by and through its Board of Directors upon the vote of a quorum of disinterested Directors, shall have the power and authority to indemnify any Director, Officer, or the Executive Director of COPAS for and against any liability (including reasonable fees, costs, and expenses) to a third party incurred as a result of any act of omission of such individual in connection with his or her service in such capacity for and on behalf of COPAS, if such act or omission was in good faith; was reasonably believed by the Director, Officer, or Executive Director to be in the best interest of COPAS; and was not wanton, willful, or unlawful or involved in the accrual of an improper personal benefit to the Director, Officer, or Executive Director.
D. The Council shall have the power and authority to purchase and maintain on behalf of COPAS or any person serving in the capacity of a Director, Officer, or the Executive Director such policies of insurance insuring against any liability, fee, cost, or expense with respect to which COPAS may indemnify as permitted by Section C of this Article VII.
E. The foregoing sections of this Article VII are intended to afford the fullest legal protection, rights, and power pertaining to the limitation of liability and permissive indemnification of Directors and Officers of non-profit organizations as shall be permitted by applicable statutes and laws governing COPAS.
DISSOLUTION AND LIQUIDATION
A. Upon the dissolution of COPAS and the cessation of its conduct of business and existence, the assets of COPAS shall be distributed, after payment of all liabilities, to such nonprofit organizations (which may or may not include COPAS members) as the Board of Directors shall determine, provided that the distributee(s) of the assets shall be required to dedicate and use such assets in furtherance of a nonprofit activity consistent with the purposes, objectives, and principles of COPAS.
A. Amendments to the Bylaws may be proposed by any COPAS Participating Society, Committee, or Participating Individual Member. Such proposals shall be in writing in accordance with Article V, Section C. Adoption of an amendment to the Bylaws must be approved by at least two-thirds of the societies voting at a Council meeting.