CONSTITUTION AND BY-LAWS

ARTICLE I – NAME AND OBJECT

Section 1. NAME
The name of this Society shall be “COPAS OF NEW ORLEANS”

Section 2. OBJECT
The object of this Society shall be to (1) study and analyze accounting and the other related issues of the Petroleum Industry & develop recommended guidelines and interpretations, (2) advance the individual capabilities of it’s current and prospective members through educational and professional development programs, (3) provide a forum for the exchange of information and ideas, and (4) participate in and support national Council Of Petroleum Accountants Societies (COPAS) in its activities.

ARTICLE II – MEMBERSHIP

Section 1. PARTICIPATING MEMBERS
Any person over twenty-one (21) years of age who is actively engaged in Petroleum Accounting, Public Accounting or Education, directly affiliated with the petroleum industry’s accounting functions, and approved for membership in accordance with Section 4 of this Article II. This membership allows participation in all activities of the Society.

(a) A member of the petroleum industry is defined as any individual,
partnership, corporation, or association actively engaged in the exploration
for, or the production, transportation, refining or marketing of oil and gas.
The geographical area of the petroleum industry as it pertains to
membership in the Society includes work locations in Orleans, Jefferson,
and St. Tammany and St. Bernard parishes.

(b) Those Petroleum Accountants who qualify for membership under this
section who attend the initial meeting of this Society shall automatically
become charter members by voting for the adoption of this Constitution
and By-Laws.

(c) Any Petroleum Accountant who qualifies for membership under this
Section and does not attend the initial meeting of this Society may
automatically become a charter member by filling his/her written
application for membership with the Secretary of the Society at any time
on or before December 31, 1955.

Section 2. ASSOCIATE MEMBERS
Any person who would normally qualify for regular membership, whose place of employment is outside the geographical area defined in Section 1 (a) of this Article II, and approved for membership in accordance with Section 4 of this Article II. Associate Members are not entitled to be elected or appointed to serve on the Board of Directors, Council Representatives, or Committee Chairpersons.

Section 3. ACADEMIC MEMBERS
Students in the academic field of accounting desiring an affiliation for educational purposes, and approved for membership in accordance with Section 4 of this Article II.
Academic Members are not entitled to vote or hold office in the Society, or serve on the Board of Directors, as Council Representatives or as a chairperson or voting member of a committee.

Section 4. APPLICATIONS FOR MEMBERSHIP
Applications for membership shall be made in writing to the Secretary on form(s) provided for that purpose. Applications shall be forwarded to the Executive Committee. Each applicant whose application is approved by the Executive Committee shall become a member effective as of the date of such approval. New members should be notified in writing by the Chairperson of the Membership Committee and be provided a copy of this Constitution and By-Laws.

Section 5. HONORARY MEMBERS
The Board of Directors may elect any past member or other person who has distinguished himself/herself in exceptional service rendered to the Society or to the Petroleum Industry to honorary membership in this Society. Honorary Members shall be entitled to all privileges of the Society except voting or holding office in the Society and shall be exempt from the payment of dues.

Section 6. RESIGNATION
Any member may sever his/her connection with the Society but such action on the part of a member shall not require the Society to refund any fees or dues.

Section 7. FORFEITURE OF MEMEBRSHIP
The non-payment of Society dues or assessments shall be grounds to forfeit the membership of any individual. The Executive Committee shall review and determine appropriate action for each case referred by the Treasurer.

Section 8. EXPULSION
Any member adjudged by the Board of Directors to have violated the Constitution and By-Laws of this Society, or who shall be guilty of conduct detrimental to the Society, may be expelled from the membership in the Society by the Board of Directors.

ARTICLE III – BOARD OF DIRECTORS

Section 1. NUMBER AND DUTIES OF DIRECTORS
The Board of Directors of the Society shall consist of nine (9) Participating Members who shall be elected by the Society’s Participating and Associate Members. The Board of Directors shall maintain continuous surveillance over the affairs of the Society to assure that policies, projects and other activities are being properly and timely executed, and shall continually review objectives of the Society.

Section 2. NOMINATIONS
The Nominating Committee for the Board of Directors election shall consist of the First Vice President as Chairperson and two other Participating Members of the Society, appointed by the President. Profiles of nominees shall be mailed to the Participating Members in at least 30 days prior to the election. Nominations may also be accepted from the floor at each May meeting.

Section 3. ELECTION AND TERMS OF OFFICE
At each May meeting there shall be elected, by secret ballot of Participating and Associate Members present and voting, directors to replace the directors whose terms expire May 31 of that year. Each director elected shall serve for a term of three (3) years from June 1 of the year in which such director is elected. Provided, however that any Participating Member elected to complete the unexpired term of a director shall serve as adirector only for such unexpired time.

Section 4. VACANCIES AND REPLACEMENTS
Director shall hold office until their successors are elected and have qualified. If any director’s office should be vacant his/her unexpired term shall be filled by a majority vote of the members of the Board of Directors then serving as such. If for any reason the required number of directors are not elected at the May meeting, they may be elected at any special meeting called for this purpose by the Board of Directors.

Section 5. MEETINGS AND QUORUM
The Board of Directors shall meet at least monthly at such times and places as it may select. At such meeting five directors present in person shall constitute a quorum. At all meetings of the Board of Directors, the President of the Society, if present, shall act as Chairperson. Notices of Director’s meetings shall be mailed by the Secretary or as the Board of Directors may otherwise direct, not less than seven (7) days prior to the meeting date; but no defect in such notice nor the failure to give such notice shall invalidate the meeting or any proceeding taken thereat so long as a quorum is present. Any of the meetings of this Board shall be open to all members of the Society.

Section 6. RE-ELECTION OF DIRECTORS
Directors shall be eligible to succeed themselves. A retiring director who is also the retiring Director-President shall remain an Ex-Offcio member of the Board of Directors for a period of one year but shall not be a voting member of the Board.

Section 7. COMPANY REPRESENTATION ON BOARD
Not more than two employees of any employer shall be eligible to serve on the Board of Directors at any given time. For purpose of this section all subsidiary or affiliated companies shall be considered as on employer. Public Accounting and Education will be limited to three seats in total on the nine member Board of Directors.

Section 8. BOARD AUTHORITY/EMPLOYMENT& PAYMENTS
The Board of Directors may authorize the Secretary to employ such clerical assistants as may, in its discretion, be necessary. These assistants shall perform such duties and be subject to such regulations as the Board of Directors may from time to time prescribe. They shall receive such compensation as may be designated by the Board of Directors.

Section 9. REMOVAL OF DIRECTOR
Any Director may be removed by vote of six (6) members 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 a Director, his/her office shall be filled for the unexpired term thereof as provided for in Section 4 of this Article III.

Section 10. RESTRICTED POWER TO ASSUME LIABITLITIES
The Board of Directors shall not have the power to assume any liability on behalf of the Society for the amount in excess of the funds in the hands of the Treasurer at the time such liability incurred, unless expressly authorized by the three-fourths vote of all Participating and Associate Members in good standing at a regular meeting or at a special meting called for that purpose.

Section 11. COPAS REPRESENTATION
The Board of Directors shall designate one Participating Member to be the official voting Council Representative to COPAS. The President shall serve as the alternate Council Representative and shall attend all Council meetings.

ARTICLE IV – OFFICERS

Section 1. OFFICERS
The officers of the Society shall be a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer, all whom shall be members of the Board of Directors.

Section 2. ELECTION
The officers of the Society shall be elected by the Directors at the first Board f Directors’ meeting following the election of new Directors at the May meeting. The term of office of each shall expire on May 31 of the calendar year following the year in which elected, except that each officer shall continue to serve until a successor is duly elected and qualified. Officers shall not be eligible for re-election to the same office more than two consecutive years, unless held for less than the full year.

Section 3. VACANCY & REPLACEMENT
In case of a vacancy in the office of the 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. Vacancy in any other office shall de filled, for the unexpired term thereof, by a majority vote of the Board of Directors.

Section 4. REMOVAL OF OFFICIERS
Any Officer may be removed for cause by a vote of six (6) members 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, this office shall be filled for the unexpired term thereof by a majority vote of the Board of Directors, subject to provisions of Article IV, Section 3.

ARTICLE V – EXECUTIVE COMMITTEE

Section 1. MEMBERS
At the June Board of Directors meeting, the President shall designate, and the Board of Directors shall approve two directors; and these two directors, together with the President as Chairperson, shall constitute an Executive Committee of the Board of Directors. Not more than one employee of any employer shall be eligible to serve on the Executive Committee at any given time. For purposes of this section, all subsidiary or affiliated companies shall be considered as one employer.

Section 2. QUORUM
At any meeting of the Executive Committee, two members thereof present in person shall constitute a quorum for all purposes. Any of the meetings of this Committee shall be open to all Members.

Section 3. REPORT OF ACTION TAKEN
At each meeting of the Board of Directors, the Executive Committee shall report any action taken by it since the last preceding meeting of the Board of Directors.

Section 4. CHANGE IN MEMBERSHIP
The members of the Executive Committee may be changed by the President at any time when, in his/her sole discretion, such change is desirable for the best interests of the Society; provided, however, that the Executive Committee shall always consist of two (2) directors and the President as Chairperson.

Section 5. DUTIES AND RESPONSIBILITIES
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.

Section 6. RESTRICTED POWER TO ASSUME LIABILITIES
The Executive Committee shall not have the power to assume liability on behalf of the Society for an amount in excess of the funds in the hands of the Treasurer at the time such liability is incurred, unless expressly authorized by the three-fourths vote of all Participating and Associate Members in good standing at a regular meeting or at a special meeting called for that purpose.

ARTICLE VI – DUTIES OF OFFICERS

Section 1. PRESIDENT
The President shall be the executive head of the Society, and when present, shall preside at all meetings of the Society, of the Board of Directors, and of the Executive Committee. He/She shall exercise a general supervision over the affairs of the Society and shall see to the enforcement of the Constitution and By-Laws and to the carrying out of all resolutions and proceedings of the Society, of the Board of Directors, and of the Executive Committee. He/She shall keep the Executive Committee fully informed and shall frequently consult it concerning the business activities of the Society. The President shall serve as the alternate Council Representative and shall attend all Council meetings as well as the Presidents’ Leadership Conference and the President’s Forum.

Section 2. FIRST VICE PRESIDENT
In case of the absence or disability of the President, the First Vice President shall perform his/her duties. He/She shall serve as Parliamentarian of the Society, assist in enforcing the By-Laws, and serve as the Chairperson of the Nominating and Program Committees. The First Vice President shall be responsible for Board Liaison with the Nominating, Program, Joint Interest, Education, Financial Reporting and International Committees. The First Vice President shall have such other powers and duties as may be prescribed by
the Board of Directors or by the Executive Committee.

Section 3. SECOND VICE PRESIDENT
In case of the absence or disability of the First Vice President, the Second Vice President shall perform his/her duties. He/She shall serve as the Chairperson of the Membership Committee. The Second Vice President shall be responsible for Board Liaison with the Membership, Audit, EDI, Publicity, Refining & Marketing, Revenue, and Tax Committees. The Second Vice President shall have such other powers and duties as may be prescribed by the Board of Directors or by the Executive Committee.

Section 4. SECRETARY
The Secretary shall keep a roll of the members, give notices of meetings of the Society, of the Board and of the Executive Committee, keep a written record of proceedings at such meetings which shall be available to members of the Board on or before the next meeting, 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 Executive Committee. The membership roll, and all other records, documents, or other things relating to the Society, in the custody of the Secretary, shall be open at all times to inspection by an officer of the Society and shall be subject to audit at any time.

Section 5. TREASURER
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 payments made by him/her from time to time under authority of the Executive Committee. He/She shall collect such dues and all other funds receivable by the Society, subject to the supervision and control of the Executive Committee. The books of account, and all other records, documents, or other things relating to the Society, in the custody of the Treasurer, shall be open at all times to inspection by an Officer of the Society and shall be subject to audit at any time. The funds received by the Treasurer shall be deposited in a bank to be selected by the Executive Committee in an account in the name of the Society and the same may be withdrawn from said bank on signature of any two Officers. He/She shall be responsible for the preparation of the annual budget and arranging for the annual audit. He/She shall be responsible for contracting, in the name of the Society, for the serving of meals and refreshments to persons attending monthly meetings and reasonable expenses incidental to the holdings of such meetings.

The Treasurer shall perform other duties as may be prescribed by the Board of Directors.

ARTICLE VII – COMMITTEES

Section 1. STANDING COMMITTEES
The permanent Standing Committees of the Society shall be AUDIT, EDUCATION, ELECTRONIC DATA INTERCHANGE (EDI), FINANCIAL REPORTING, INTERNATIONAL, JOINT INTEREST, MEMBERSHIP PROGRAM, PUBLICITY, REFINING & MARKETING, REVENUE & TAX. The President shall appoint a Chairperson and such members of the committees as deemed necessary and in the best interest of the Society.

Section 2. SPECIAL COMMITTEES
Special committees may at any time be created by the Board of Directors or appointed by the President.

Section 3. DUTIES AND RESPONSIBILITIES
These committees shall be charged with the responsibility of researching and reporting in a timely manner on their respective areas of interest to the Society and acting as a liaison with the corresponding National Standing or Special Committee, where applicable. These duties shall include research and surveys of industry issues, written opinions on current topics, and dissemination of information on significant developments. The specific objectives, duties and voting procedures for each committee shall be defined by such committee and be approved by the Board of Directors. Any subsequent revisions also require Board of Director approval.

ARTICLE VIII – FINANCES

Section 1. FISCAL YEAR
The fiscal year shall begin on the first day of July.

Section 2. ANNUAL DUES

A. AMOUNT
The Board of Directors shall fix the amount of the annual dues of the Society
which shall be paid by Participating, Associate and Academic Members and shall, in its discretion have the power to suspend, reduce or increase said annual dues when, in its judgment such suspension, reduction or increase shall be in the best interest of the Society, provided that the amount of the annual dues shall not be changed except at the beginning of a fiscal year. A candidate who is admitted to Participating Membership on or after January 1 of any fiscal year shall be charged a prorated amount of the prevailing annual dues; and the member shall be invoiced for such dues at the time he/she is notified of his/her election to membership in the Society.

B. EXEMPTIONS
Honorary Members of the Society shall be exempt from the payment of annual dues.

C. PAYMENT
All Society charges are payable within thirty days of the invoice date.

Section 3. AUDITING
An annual audit of the accounts and records of COPAS of New Orleans shall be
conducted by a Member of the Society who was not a member of the Board of Directors for the period being audited. He/She shall be appointed by the incoming Executive Committee and shall cover the financial operations and transactions for the preceding year. A report reflecting the results of such an audit shall be directed to the Executive Committee by the Member making the audit. The audited financial statement is to be presented at the September meeting of the Society. The annual audit shall include the preparation and the filing of all applicable federal and state tax returns.

Section 4. ASSESSMENTS
The Board of Directors shall have the power to impose, suspend, reduce or increase any assessments, as it deems necessary. No assessments are to be prorated. All assessments are due in full.

ARTICLE IX – MEETINGS

Section 1. MONTHLY MEETINGS
Regular meetings of the Society shall be held monthly except for the months of June, July, August and December. That dates and places will be designated by the Board of Directors prior to each meeting. The Board of Directors, at its discretion, has the power to change the date of any meeting.

Section 2. SPECIAL METINGS
A special meeting of the Society may be called at any time by the Board of Directors which shall direct the Secretary to give notice thereof. The Board of Directors shall call a special meeting of the Society at the time and at the place stated in any written request delivered to the Secretary and signed by ten (10) or more Participating or Associate Members.

Section 3. MEETING NOTICE
The Secretary shall mail a notice of each meeting stating the time and place of such meeting to each member not less than seven days prior to the meeting date, but no failure or defect in notice of such meeting shall invalidate the same or any procedure taken threat.

Section 4. ORDER OF BUSINESS
The order of business at all meetings of the Society, of the Board of Directors, of the Executive Committee, and of all other committees, shall be such as may prescribed by the presiding Officer, and if objection be made thereto, then a majority vote of the meeting.

Robert’s Rule of Order shall govern all meetings of the Society, of the Board of
Directors, of the Executive Committee, and of all other committees, on any point not covered by this Constitution and By-Laws.

Section 5. VOTING
At each meeting of the Society, each Participating or Associate Member present shall be entitled to one vote. All voting for elective positions of the Society shall be by secret ballot except in those instance where there is only one nominee for an elective position.

Oral voting is permissible in all other motions put forth to the Society.

Section 6. QUORUM
At each meeting of the Society, except for meetings of the Board of Directors and Executive Committee, a quorum shall consist of one fourth of the Participating and Associate Members; but those present at any meetings, although less than a quorum, may adjourn the meeting, without further notice, to any given place and from time to time.

ARTICLE X- VISITORS

Section 1. GUESTS OF MEMBERS
Members may bring guests to meetings of the Society under such rules and regulations as the Board of Directors may from time to time prescribe. The cost of the dinners or luncheons of a member’s guest shall be paid by the member.

Section 2. GUESTS OF THE BOARD OF DIRECTORS
The Board of Directors may invite to any meeting of the Society a guest speaker or any executive officer or department head of any petroleum company or organization who is genuinely interested in the activities and objectives of the Society. The cost of meals for guests so invited by the Board of Directors shall be borne by the Society. In the event that out-of-town speakers are invited to participate, the Board of Directors may, at its discretion, direct the Treasurer to reimburse such speaker from the funds of the Society, for reasonable and necessary expenses incurred in connection therewith.

Section 3. OTHER GUESTS
Other persons who are interested in attending a general publicized meeting of the Society may do so. The cost of dinner or luncheon shall be borne by the guest.

ARTICLE XI – AMENDMENTS

Section 1. AMENDMENT PROPOSALS
Amendments to the Constitution and the By-Laws of the Society may be proposed by any ten (10) Participating or Associate Members in good standing. Each proposed amendment shall be filed by its proponents with the Secretary, who shall in turn submit such amendment to the Members of the Society not less than thirty (30) days prior to the meeting at which action is to be taken on the proposed amendment.

Section 2. VOTING
The Constitution and By-Laws may be amended at any regular monthly meeting, or special meeting called for that purpose, if the proposed amendment receives the approval of two thirds of the Participating and Associate Members present at such meeting.

Section 3. EFFECTIVE DATE
Any amendment to the Constitution and By-Laws shall immediately become a constituent part of the Constitution and By-Laws of the Society, and the Secretary shall send official notice of this fact to all members.

ARTICLE XII – LIMITATIONS OF LIABILITY AND INDEMNIFICATION

Any person providing services or any act of assistance, without compensation to the Society in the capacity of a Director or Officer, shall not be deemed to have assumed a duty of care where none existed and shall not be liable to the Society or its members, or to any third party, for acts or omissions in good faith.
No member of the Board of Directors or any Officer of the Society shall be liable for actions taken or omissions made in the performance of his or her duties in such capacity, except for wanton, willful or unlawful acts or omissions.
The Society, acting by or through its Board of Directors or Executive Committee upon the vote of a quorum of disinterested Directors, shall have the power and authority to indemnify any Director or Officer of the Society for and against any liability (including reasonable fees, cost 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 the Society, if such act or omission was in good faith, was reasonably believed by the Director or Officer, as the case may be, to be in the best interest of the Society and was not wanton , willful or unlawful or involved in the accrual of an improper personal benefit to the Director or Officer. The Board of Directors shall have the power and authority to purchase and maintain, on behalf of the Society or any person serving in the capacity of a Director or Officer, such policies of insurance insuring against any liability, fee, cost or expense with respect to which the Society may indemnify as permitted as permitted by this Article.
This Article is intended to afford the fullest legal protection rights and power pertaining to the limitation of liability and permissive indemnification of Directors and Officers of nonprofit organizations as shall be permitted by applicable statutes and laws governing the Society.

ARTICLE XIII – DISSOLOUTION

In case of dissolution of the Society and liquidation of its affairs, and money or other assets remaining after payment of all obligations shall be distributed to the COPAS National Office.

ARTICLE XIV – GENERAL PROVISIONS

Section 1. NOTICES
Any notice to Members of the Society or to any Director or Officer, shall be deemed sufficiently given if mailed to the last post office address furnished by him to the Secretary, or if no address has been so furnished, then to his last known post office address. The Secretary may give any notice whatsoever to be given by or on behalf of the Society.

Section 2. ABSENCE OF LEADERHSIP
If, at any meeting of the Society, of the Directors, or the Executive Committee, the President is absent and no one authorized to perform his/her duties is present, then a Chairperson or a Secretary pro tem or both (as a case may require) may be elected by the majority vote of the Members present and voting.

Section 3. SOCIETY STATUS
The society shall at all times remain non-political and non-sectarian. This is a non-profit organization, whereby no financial benefits shall be given to any Member.