Pennsylvania Propane Gas Association
Bylaws
ARTICLE I — NAME
Section 1:
The name of this Association shall be the PENNSYLVANIA PROPANE GAS ASSOCIATION.
Top
ARTICLE II — SEAL
Section 1:
The seal of the Association shall be a circular disc with the words “PENNSYLVANIA PROPANE GAS ASSOCIATION, INC.” and “Seal.”
Top
ARTICLE III — LOCATION
Section 1:
The location of the Association office shall be at such place as designated by the Board of Directors.
Top
ARTICLE IV — PURPOSES
Section 1:
The purposes of this Association are:
(a) To promote and develop the propane gas industry within the Commonwealth and to coordinate its activities to the end that it may serve to the fullest possible extent the best interests of its members and the public.
(b) To advance to the highest efficiency the methods of manufacture, distribution, utilization, sales and accounting employed in the propane gas industry and to collect, coordinate and disseminate ideas and information for this purpose.
(c) To represent before governmental bureaus, agencies and other bodies, matters of safety and of interest to the public, members and the propane gas industry.
(d) To advance knowledge and learning in the sciences and to stimulate invention and research, especially as applied to the propane gas industry.
(e) To cooperate with other organizations in efforts toward accident prevention, conservation and other activities.
(f) To promote employee training and education for the specific skills employed in the propane gas industry.
(g) To cooperate with the National Propane Gas Association and to extend its functions and purposes to the local and state level.
Top
ARTICLE V—MEMBERSHIP
Section 1:
Membership in this Association shall be Active, Associate, Individual, Refill Station, Honorary and Distinguished Service Life.
(a) Active. Any person, firm or corporation operating in the Commonwealth of Pennsylvania, whose business is the sale of propane gas, directly to ultimate consumers, is eligible to election as an Active member of this Association.
(b) Associate. Any person, firm or corporation not otherwise qualified for membership and interested in the purposes of this Association shall be eligible as an Associate member.
(c) Individual. Any person employed by or retired from an Active Member or Associate Member of this Association.
(d) Refill Station. Non-Marketers whose only contact with propane is to refill propane cylinders brought to them for that purpose.
(e) Honorary. Honorary members shall be such persons as shall have through their personal efforts rendered some outstanding service to the propane gas industry. Persons may be elected to Honorary membership by the Board of Directors.
(f) Distinguished Service Life. To be awarded to individuals who have made an outstanding contribution to the Association or to the industry. A committee composed of all Past Presidents of this Association shall select from the industry, from time to time, such individuals as they determine shall warrant such award. No more than one (1) such award shall be made in any Association year and it shall not be required that an award be given annually. The award shall be made at the Association Annual Meeting and no public announcement as to the recipient shall be made prior to the time of award. The committee shall select its chairman at or immediately following each Annual Meeting to serve for one (1) year.
Section 2:
Election of Members. Every application for membership shall be made to the Pennsylvania Propane Gas Association in accordance with these rules and regulations.
Top
ARTICLE VI — DUES
Section 1:
(a) Annual dues of all members shall be paid to the Association Treasurer as prescribed in the schedule of dues fixed by the Board of Directors. The dues schedule shall treat all members equitably and be uniform within classes of membership. The dues schedule may be modified from time to time by the Board of Directors.
(b) Dues shall become due on the first day of January of each year. Any member who is in arrears on April First of that year shall be dropped from membership. A member dropped for nonpayment of dues may, upon payment of all delinquencies, be reinstated. The Board of Directors may, at its discretion, temporarily continue membership of a member whose dues are in arrears.
Section 2:
Multi-State Marketers will not be accepted as members of the Pennsylvania Propane Gas Association unless they are members in good standing of the National Propane Gas Association. (For the purpose of distinguishing between a Multi-State Marketer and an Intra-State Marketer, a Multi-State Marketer is defined as one having at least fifteen (15) retail outlets, with at least seven (7) of those outlets located in a state or states other than the state wherein its principal office is located.)
Section 3:
Honorary and Distinguished Service Life members shall be exempt from the payment of dues.
Top
ARTICLE VII — OFFICERS
Section 1:
The officers of this organization shall be President, President Elect, Vice President, Secretary and Treasurer.
Section 2:
(a) President. The President shall serve as Chairman of both the Board of Directors and Executive Committee. He shall also serve as a member, ex-officio, with right to vote, on all committees except the Nominating Committee. He shall make all required appointments of standing and special committees with the approval of the Board of Directors.
At the Annual Meeting of the Association and at such other times as he shall deem proper, the President shall communicate to the members such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the Association. He shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.
(b) President Elect. The President Elect shall perform such duties as shall be delegated to him by the President and the Board of Directors. The President Elect shall perform the duties of the President in the event of his inability to serve.
(c) Vice President. The Vice President shall be responsible for such duties as are assigned to him by the President with approval of the Board of Directors.
(d) Treasurer. The Treasurer shall be in charge of the Association funds and financial records. As Treasurer he shall have established proper accounting procedures for the handling of the Association's funds and shall be responsible for keeping of the funds in such banks, trust companies, and/or investments as are approved by the Board of Directors. He shall report on the financial condition of the Association at all meetings of the Board of Directors and at other times when called upon by the President. At the end of each fiscal year, the Treasurer shall prepare an Annual Report. The Treasurer shall have an accredited, independent audit of the financial records completed on an annual basis and present the audit report at the Annual Meeting of the Association. At the expiration of his term of office, he shall deliver over to his successor all books, money and other property in his charge, or, in the absence of a successor, he shall deliver such properties to the President.
(e) Secretary. He shall be responsible for the proper and legal mailing of notices to members. He shall see to the proper recording of proceedings of meetings of the Association Board of Directors and all committees, and carry into execution all orders, votes and resolutions, not otherwise committed. He shall see that accurate records are kept of all members.
Top
ARTICLE VIII — BOARD OF DIRECTORS
Section 1:
(a) The governing body of this Association shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Association, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursements of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Committee.
(b) It shall be the duty of the Board of Directors to assist and counsel the Officers of the Association, to make interim appointments, consistent with these By-Laws, of the Officers, Directors and members of the Executive Committee during the year when any position is vacated for any reason; and to supervise the annual election of Officers and Directors.
Section 2:
(a) The Board of Directors shall be composed of the five (5) officers, Immediate Past President, National State Director, National District Nine Director if a resident of Pennsylvania, District Directors and up to five (5) Directors at Large. There shall not be less than twelve (12) or more than thirty (30) members of the Board of Directors.
(b) For the purpose of electing District Directors, the Commonwealth of Pennsylvania shall be divided into such districts with boundaries established by the Board of Directors. If districts are realigned by the board, the board shall have the authority to appoint District Directors and designate the length of the initial terms of such directors.
Section 3:
The President, one President Elect, one Vice President, Secretary and Treasurer shall hold their offices for a term of two (2) years from the date of their election and until their successors are duly elected and qualified. District Directors shall hold their office for a term of two (2) years and the Directors-at-Large shall hold their office for one (1) year. Elections for District Directors shall alternate, with one Director from each District elected each year.
Section 4:
A regular meeting of the Board of Directors shall be held no less than four (4) times during each administrative year at such time and at such places as the Board may prescribe.
Section 5:
Notice of all such meetings shall be given the Directors not less than twenty (20) days before the meeting is held. Special meetings of the Board may be called by the President or at the request of any three (3) Directors, by notice mailed, delivered, telephoned or telegraphed to each member of the Board of the Directors not less than ten (10) days before the meeting is held.
Section 6:
(a) Voting rights of a Director shall not be delegated to another or exercised by proxy.
(b) Voting by mail. Action taken by mail ballot of the members of the Board of Directors, in which at least a majority of such Directors, in writing, indicate themselves in agreement, shall constitute a valid action of the Board, if reported at the next regular meeting of such Board.
Section 7:
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these By-Laws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
Section 8:
Any vacancy occurring on the Board of Directors between Annual Meetings shall be filled by the Board of Directors. A Director so elected to fill a vacancy shall serve the unexpired term of his predecessor.
Section 9:
The Board of Directors may at its discretion, by affirmative vote of two-thirds (2/3) of its members, remove any director for cause.
Section 10:
At any meeting of the Board of Directors one third of the members of the Board shall constitute a quorum for the transaction of the business of the Association and any such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those present.
Section 11:
At least two-thirds (2/3) of the Directors must be authorized representatives of "Active" members of the Association. No more than one third (1/3) of the Directors can be from other membership classifications.
Section 12:
Compensation. Directors and elected Officers shall not receive any compensation for their services.
Top
ARTICLE IX — EXECUTIVE COMMITTEE
Section 1:
(a) The Executive Committee may act in place and instead of the Board of Directors between Board Meetings on all matters, except those specifically reserved to the Board by these By-Laws, pursuant to delegation of authority to such Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board for ratification by mail or at the next Board Meeting.
(b) The Executive Committee shall consist of the President, President Elect, Vice-President, Secretary, Treasurer, National State Director, the Immediate Past President and one (1) member of the Board of Directors elected by the Board. The National District Nine Director, if a resident of Pennsylvania, may sit on the executive committee if duly elected by the PAPGA membership. The President shall serve as chairman of the Executive Committee.
(c) A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The President shall call such meetings of the Executive Committee as the business of the Association may require, or a meeting may be called upon the request of three (3) members of the Executive Committee.
Top
ARTICLE X — NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS
Section 1:
Nomination and election of Officers and Directors shall be made only as follows:
(a) The President at the winter meeting, shall appoint a committee of three (3) members of the Association whose duty it shall be to nominate candidates to fill all elective offices of the Association. The names of the candidates so nominated shall be submitted to the Board of Directors not less than sixty (60) days before the Annual Meeting of the Association. The Secretary shall immediately, upon approval of the Board of Directors, notify the membership of such nominations.
(b) Additional candidates for any office may at any time, more than forty-five days before the Annual Meeting, be nominated by ten (10) or more members filing a written nomination with the Secretary, which will then automatically add their name to the list of nominees submitted by the Nominating Committee.
(c) Thirty (30) days prior to the annual election, the Secretary will notify the members in the form of a ballot of all nominations. These ballots shall be marked and returned to the Pennsylvania Propane Gas Association office, being postmarked not later than midnight five (5) days prior to the Annual Meeting. The ballots must be returned in a sealed envelope provided for that purpose, without identification marks, to the Secretary. The ballots shall be presented in the unopened envelopes to Board of Election officials consisting of three (3) accredited representatives, at the Annual Meeting, there to be counted and the results announced to the Association. The new Board shall take office at the closing session of the Annual Meeting.
Top
ARTICLE XI — VOTING
Section 1:
(a) The right to vote, at the Annual Meeting, for the election of Officers and Directors, for By-Law changes; and in Special meetings of the Association is restricted to Active and Associate members. Each member will be entitled to one (1) vote which may only be cast by the Accredited Representative designated for that purpose by the member. Vote may be cast by written proxy.
Top
ARTICLE XII — MEETINGS
Section 1:
(a) The Annual Meeting of this Association shall be held prior to November, of each year at a time and place designated by the Board of Directors, with written notice being given to members at least thirty (30) days in advance.
(b) Special Meetings of the Association, as a whole, may be called by written request of a majority of the Board of Directors, or by 25 percent of the voting members, or by the President. Such requests shall be in writing directed to the Association Secretary, and shall give the purpose of the meeting to be called, and no other business is to be transacted. Such a request shall be honored by the officers of the Association within thirty (30) days of receipt of request.
(c) Roberts Rules of Order shall govern all meetings of the Association Board of Directors, Executive Committee and all other committees on any point not covered by these By-Laws.
(d) At an annual or special meeting of members, a quorum shall consist of those members present and a majority of the votes cast by those entitled to vote shall bind the Association.
Top
ARTICLE XIII — AMENDMENTS
Section 1:
These By-Laws may be amended at any Special or Annual Meeting by a two-thirds (2/3) majority of the qualified voting members of the Association who cast votes on any submitted question. Amendments shall be proposed by the Board of Directors, or by ten (10) or more accredited representatives of Active or Associate members and shall be submitted to each voting member by mail at least thirty (30) days prior to the date such vote is to be taken.
Top
ARTICLE XIV — COMMITTEES
Section 1:
The Board of Directors shall establish such committees as it deems necessary for the carrying out of the purposes set forth in these By-Laws. There shall be the following standing committees: Executive Committee, Finance Committee, Nominating Committee, Market Development Committee, Membership Committee, Legislative Committee, Programs and Conventions Committee, Safety and/or Education Committee. Chairmen of committees and committee members shall serve for two (2) years, unless such committee is earlier discharged or consolidated, and shall be appointed by the President subject to approval of the Board of Directors. The duties, policies and scopes of such shall be as prescribed by the Board of Directors. The Chairman of all standing committees shall be invited to all Board of Directors meetings.
Top
ARTICLE XV — DURATION
Section 1:
This Association shall continue in existence until dissolved by a majority vote of the qualified voting members. Any funds or assets belonging to the Association at the time of dissolution and termination shall be distributed to recognized charitable or educational organizations as designated by the Board of Directors keeping in mind the purposes of this Association.
Top
|
