Amended Articles of Incorporation of the SOCIETY OF PETROPHYSICISTS and WELL LOG ANALYSTS, INC
Article VI, Paragraph 5, Removed December 31, 1998, Member vote via mail
Article VI, Paragraph 5, Revised December 31, 1999 Member vote via mail
Article VI, Paragraph 1 and Article VI, Paragraph 7, Revised December 31, 2001 Member vote via mail
Article I, Revised May 23, 2003 Member vote via mail (Filed w/Okla. 7/7/03)
Article V, Paragraph 1 and Sections 1, 2 and 3, Revised May 14, 2004 Members vote via mail
Article VI, Paragraph 7, Revised May 14, 2004 Member vote via mail
Article VI, Paragraph 7, Revised May 11, 2007 Member vote via mail
The name of this corporation is SOCIETY OF PETROPHYSICISTS and WELL LOG ANALYSTS, INC.
The address of its registered office in the State of Oklahoma is 601 Oak Ridge Drive in the city of Bartlesville, County of Washington, State of Oklahoma, and the name of its registered agent at such address is Wallace W. Souder.
The duration of the corporation is perpetual.
The purpose or purposes for which the corporation is formed are:
- To advance the science of formation evaluation through well logging and other formation evaluation techniques; to develop the proper application of these techniques to the exploration for and exploitation of gas, oil, and other minerals; and to maintain high ethical standards of persons professionally engaged in these endeavors. In carrying out such purposes, the corporation is authorized to act as Trustee of any funds or property that it may receive under specific or limited grants or agreements or under any will or in any other manner, and to have and exercise the right to hold and manage such funds or property under the terms or conditions imposed by any such trust, grant, agreement or will, insofar as such terms and/or conditions are within the scope of the purposes of the corporation as herein described;
- To establish, erect, construct, lease, maintain, contribute to and support: schools, foundations, and colleges, or departments or divisions thereof, engaged in the teaching and study of the science of formation evaluation and to issue scholarships and grants for study at such institutions;
- To study, collect, preserve, and disseminate information among persons professionally engaged or interested in the science of formation evaluation;
- To establish, operate, and/or support libraries opened to persons engaged in or interested in the science of formation evaluation, and to contribute to general libraries for the purpose of enabling them to acquire material dealing with this science;
- It is the basic purpose and essential nature of this corporation that it is organized and shall be operated exclusively for scientific purposes, and no part of the net earnings nor of the principal shall inure to the benefit of any private shareholder, member, director, or individual, and no part of the activities of this corporation, or of any recipient of funds, shall be to carry on propaganda or otherwise to attempt to influence legislation within the meaning of U.S. Internal Revenue Code of 1954, Secs. 170 (c) (2), 501 (c) (3), 2055 (a) (2) and 2522 (a) (2), or any equivalent provisions and subsequent enactments. Provided, however, that reasonable compensation for personnel or professional services actually rendered as an employee or agent of this corporation, and recompense for actual expenses incurred under authorization of the Board of Directors, may be paid to private individuals, and such private individuals shall not be disqualified to receive such compensation and/or recompense by the fact that they are members or directors of the corporation;
- To acquire by purchase, grant, gift, will, lease, or otherwise, and to own, owe, control, administer, sell, exchange, lease, encumber, or otherwise dispose of, real, personal, or mixed property of every kind and description, for any of the uses or purposes of this corporation;
- To have any and all other powers and to do any and all things which are incidental or necessary to or consistent with the accomplishment of any or all of the foregoing purposes.
This corporation is formed exclusively for scientific purposes, and, therefore, has no stated capital and no capital stock. Each Member, Honorary Member and Senior Member shall have one vote in the election of directors of the corporation. All rights and powers vested in stockholders under the Oklahoma Business Corporation Act (18 O.S. 1961, Secs. 1.1 through 1.250), except those powers and rights which are inconsistent with the purposes of this corporation as set forth in these Articles, shall be vested in the members of the corporation. The following provisions shall govern the classifications, qualifications, privileges, election, change of classifications, reinstatement, ethics, and expulsions of members of this corporation.
Section 1 - Classifications
Membership in the organization shall be divided into four categories on the basis of experience and degrees of participation. They shall consist of:
- Honorary Members
- Senior Members
- Student Members
Section 2 - Qualifications
They shall have an active interest in formation evaluation.
- Honorary Members
The Board of Directors may elect to honor Members who have made outstanding contributions to the cause or science of well log analysis by awarding them the classification of Honorary Members.
- Senior Members
Senior Member status may be granted by the Board of Directors at the request of any Member who has attained the age of 60 and has been a member of the Corporation for a minimum of 15 years.
- Student Members
They shall be enrolled in a college or university satisfactory to the Board of Directors. No Student Member can keep this classification for longer than four years, the date assigned by the Executive Director to be the start. After four years as a Student Member, the business office will send the Student Member a letter and application form notifying them that their student member classification has expired, and ask them to submit an application for Member.
Section 3 - Privileges
- Members may vote and hold office, and hold committee membership on all committees.
- Honorary Members may vote and hold office, and hold committee membership on all committees. They are exempt from payment of dues.
- Senior Members may vote and hold office, and hold committee membership on all committees. Their dues are half of Member fee.
- Student Members shall not vote or hold office or hold membership on any committee.
Section 4 - Election
A candidate for membership shall submit a formal application on a form authorized by the Board of Directors. The application shall be reviewed by the Vice President-Finance, Secretary and Administration. The Vice- President Finance, Secretary and Administration shall investigate the qualifications of each candidate and shall make recommendations for approval to the Board of Directors. Election shall be declared on approval of the candidate by two-thirds of the Board of Directors.
Section 5 - Change of Classification
The Board of Directors, generally at the request of the Vice President-Finance, Secretary and Administration, will change the classification of any member to conform to his/her current qualifications. Change of occupation does not disqualify a member classification once approved.
Section 6 - Reinstatement
Any former member desiring reinstatement to member-ship shall submit to the Vice President-Finance, Secretary and Administration a letter stating his/her professional experience since termination of membership. Dues for the current year plus a reinstatement charge of one-half the initiation fee shall accompany such letters. Reinstatement is accomplished after recommendation by the Vice President-Finance, Secretary and Administration and approval by two-thirds of the Board of Directors.
Section 7 - Ethics
All members must maintain the highest standards of business ethics, personal integrity, and professional conduct. They shall conform to the Articles of Incorporation and By-laws of the corporation.
Section 8 - Expulsions
Any member who, after due investigation, is found guilty of violating any of the standards prescribed in Section 7 of this Article may be suspended, reprimanded, allowed to resign, or expelled from the corporation by the Board of Directors.
The Board of Directors shall consist of the officers defined as President, President-Elect, Vice President-Technology, Vice President-Publication, Vice President-Information Technology, Vice President-Education and Vice President-Finance, Secretary and Administration and six Regional Directors. Not more than three representatives of any one company may serve on the Board of Directors during a given term. The Board of Directors shall transact all business of the corporation not otherwise specified. It shall approve all memberships in the corporation, shall authorize all expenditures, shall direct investment of the corporation funds, shall appoint the Nominating Committee, and shall approve and recommend all proposals for assessments against members. A majority affirmation vote of the Board of Directors shall be required for Board action except on matters otherwise specified.
Election of officers of the corporation and Regional Directors of the Board of Directors, with the exception of the President, shall be conducted in the following manner: By February 1st of each year, the Board of Directors shall appoint a Nominating Committee consisting of the Past President as chair and four members, each of whom must be a Member, Honorary Member or Senior Member of the corporation. This committee shall nominate a slate of qualified candidates for the officers and regional directors whose terms are due to expire at the following Annual Meeting. They shall diligently seek two candidates for each office and shall nominate no more than one candidate per company for any one office except Regional Directors which may have two candidates per company. The slate of candidates shall be mailed to the voting membership by March 1st.
Additional nominations may be made by submitting a petition signed by at least ten voting members, to the Nominating Committee within three weeks following publication of the Nominating Committee's slates of candidates.
By April 1st, the Nominating Committee shall distribute an election ballot by mail to qualified voters of the corporation. The officers of the corporation and regional directors of the Board of Directors shall be elected by secret ballot.
Properly executed ballots must be in the hands of the Nominating Committee two weeks prior to the Annual Meeting. Where more than two candidates for an office appear on the ballot, election shall be by simple plurality. Where there are only two candidates for an office, a simple majority of votes will control. Installation of the electives shall be in the order of the officer listing in Article 1, Section 1 of the Society By-Laws. In each case where the election results cause a single company to be represented by more than three electives, the electives to the two highest offices shall be installed; each other office of the case shall be filled by the highest runner-up from a company not already represented by three installed officers.
In each case of a tie vote involving two or more electives installation to office or offices shall be made by alternately installing the youngest then oldest qualified electee until all are installed or all offices are filled.
Counting of the ballots shall be done under the supervision of the Nominating Committee, and the results of the election shall be announced at the next Annual Meeting.
The terms of office shall be as follows: a. President, President-Elect, Vice-President Technology, and Vice-President Publications: from one Annual Meeting to the next Annual Meeting b. Vice-President Information Technology, Vice-President Finance, Secretary and Administration, and three (3) regional directors: from one Annual Meeting in an odd-numbered year to the next Annual Meeting in an odd-numbered year c. Vice-President Education and three (3) regional directors: from one Annual Meeting in an even-numbered year to the next Annual Meeting in an even-numbered year
This corporation is a corporation formed for scientific purposes, within the meaning of 18 O.S. 1961, Secs. 541-550, and therefore in the event of dissolution of this corporation by lapse of time or otherwise, when it has the ownership of all the rights to any funds or property of any sort, real, personal, or mixed, such funds or property or rights thereto shall not be transferred to private ownership but shall be charged with a public trust and shall be thereafter administered and applied to the purposes enumerated in these Articles of Incorporation by a trustee or trustees appointed by the Board of Directors, or in the event of their failure to act, by a court of competent jurisdiction under suitable proceedings instituted for that purpose, or may, by majority vote of the members of the corporation, by transferred in whole or in part to any foundation or other organization or trust generally dedicated to the purposes above set forth, or any of such purposes; provided, however, that such other foundation, organization, or trust generally dedicated to the purposes above set forth, or any of such purposes; provided, however, that such other foundation, organization, or trust to which such assets are transferred must be an entity qualifying as "scientific" as defined in U.S. Internal Revenue Code of 1954, Secs. 170 (c) (2), 501 (c) (3), 2055 (a) (2) and 2522 (a) (2), or equivalent provisions in succeeding enactments. No amendment of the Articles of Incorporation of this corporation shall ever include any purpose or power to engage in any activity inconsistent with its character as a scientific corporation.