OIL & GAS ADMINS INTERNATIONAL<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\tWE KNOW THE INDUSTRY.\u00a0 WE KNOW SUPPORT.<\/span><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t<\/span>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\tGENERAL GUIDELINES<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\tAdopted January 1, 2015 – Reviewed January 1, 2019<\/strong><\/p>FOREWARD<\/span><\/strong>
Oil & Gas Admins International (hereafter referred to as \u201cO&GA International\u201d , \u201cO&GA\u201d or “OGA”) is an organization comprised of a collective group of individuals whose members affirm their commitment to O&GA\u2019s mission as defined in Article 4 of the Guidelines.<\/p>Furthermore, O&GA International is a\u00a0global\u00a0oil and energy professional organization serving members engaged in the administrative and support aspects of the oil, gas, energy and related industries. The guidelines provide guidance for governing O&GA International\u2019s global operations to deliver services to members in furtherance of O&GA\u2019s mission and principles.<\/p>
SECTION I DEFINITIONS<\/span><\/strong><\/h2>At-Large Ambassador <\/strong>
A position on the Executive Committee from the membership at-large, who thus does not represent a particular O&GA region. At Large Ambassadors are elected as described in Section IX.<\/p>Geographical Region<\/strong>
A unit of members in a particular geographic area as approved by the Founder and Executive Committee. \u00a0A more complete description of Geographical Regions is provided in Article 17.<\/p>National Council <\/strong>
An advisory group that provides a framework for sections within a country to pursue common interests.<\/p>Regional Council <\/strong>
An advisory group that provides a framework for sections within a multi-country area to exchange information, coordinate activities, and pursue common interests. A more complete description of Regional Councils is provided in Article 18.<\/p>Regional Ambassador <\/strong>
A position elected to provide representation for an geographical region of O&GA. Regional Ambassadors are elected as described in Section IX.<\/p>Regional Subsidiary <\/strong>
An incorporated unit established to provide services to Members in a prescribed region of the world. A more complete description of Regional Subsidiaries is provided in Article 19.<\/p>Regional Subsidiary Founder and Executive Committee <\/strong>
A group of appointed members responsible for ensuring the financial viability of the subsidiary and conformity with the laws of the country of incorporation.<\/p>O&GA Founder and Executive Committee <\/strong>
The policy-making and governing body of O&GA International.<\/p>O&GA Officer <\/strong>
An O&GA Founder and Executive Committee leadership position; includes the Founder, Executive Ambassador, Vice-Executive Ambassador, and Regional Ambassadors.<\/p>Standing Committee <\/strong>
A Founder and Executive Committee appointed group of members organized to provide direction for O&GA activities, programs, and events.<\/p>Technical Advisor <\/strong>
A position selected to provide representation on the Advising Committee for O&GA\u2019s technical content. Technical Advisors are appointed as described in Section IX.<\/p>Young Professional\u00a0Ambassador<\/strong>
An executive committee approved representative that\u00a0suggests and assists in development and delivery of programs and events for O&GA young professional members, and actively participates in committee meetings, and recruitment of young professionals to the O&GA International organization.<\/p>Corporate Ambassador<\/strong>
An executive committee approved representative that delivers content for O&GA activities, programs, and events within their respective oil and energy corporation.<\/p>SECTION II LEGAL STRUCTURE<\/span><\/strong><\/h2>Article 1 Legal status<\/h3>
Oil & Gas Admins International is filed as a non-profit organization comprised of a collective group of individuals organized under the laws of the\u00a0governing country. O&GA International acts under the Guidelines with all rights and obligations of a corporate body with a legal personality.<\/p>
Article 2 Officers<\/h3>
O&GA International nominates and seats an Executive Committee according to the provisions in Section IX. These Officers set the strategic direction for the organization, establish global policies and oversee O&GA International\u2019s global operations.<\/p>
SECTION III MISSION AND GENERAL OBJECT\u00a0OF O&GA INTERNATIONAL<\/span><\/strong><\/h2>Article 4 Mission<\/h3>
Founded to foster exceptional career and personal development and performance through education and networking. \u00a0Exposes oil and energy administrative and support professionals to industry information and technologies to develop the necessary skills required for career advancement and to most effectively support the global and diverse oil and energy industry.
Delivers an O&GA Professional Certification to ensure oil and energy administrative professionals produce outstanding results for industry corporations and professionals.<\/p>
Article 5 General Object<\/h3>
O&GA International is organized and shall be operated for business, administrative, charitable, technical, literary, and educational purposes to achieve the mission as defined above.<\/p>
O&GA generally achieves its mission through:<\/p>
- Organizing conferences, workshops and exhibitions<\/li>
- Publications in print and online<\/li>
- Online archival of technical papers<\/li>
- Continuing education<\/li>
- Certification of administrative and support professionals<\/li>
- Early career professional programs<\/li>
- Education of the public on oil and energy administrative and support matters<\/li><\/ul>
Article 6 O&GA Guiding Principles<\/h3>
Oil & Gas Admins International is a diverse community of professionals that provides valuable knowledge and services to those professionals and to the industry in varied forms.<\/p>
O&GA International should serve the broader membership while supporting technical and professional excellence, and making wise use of O&GA International resources.<\/p>
The voluntary donation of time and talent by O&GA members is our most vital asset and the creative energy of volunteers must be encouraged and supported by O&GA International.<\/p>
Article 7 O&GA International Governance<\/h3>
Each O&GA entity shall act in conformity with the laws of incorporation and principles of the Guidelines and operations.<\/p>
SECTION IV MEMBERSHIP<\/strong><\/span><\/h2>Article 8 Members of O&GA International<\/h3>
The membership of O&GA shall not be limited by age, race, color, creed, religion, sex, national origin, or disability status, but shall be limited to those individuals who fulfill membership requirements, including payment of dues and fees, and who receive endorsement of qualifications for membership as shall be established by the Founder and Executive Committee.<\/p>
Members may participate in polling for needs in regional areas and in their respective corporation. \u00a0Members may nominate candidates for election\u00a0to corporate or regional ambassador.<\/p>
The following shall be grades of membership:<\/p>
- Member – An individual may be considered for membership in O&GA International if he\/she:
- Is employed in work related to the oil and energy industry; AND<\/strong><\/li>
- Has two (2) years’ of active administrative support of the oil and energy\u00a0industry. OR<\/strong><\/li>
- Has two (5) years’ of active administrative support in industries outside of the oil and energy industry AND<\/strong> have taken and passed the OGAP Certification Program<\/li><\/ol><\/li>
- Student Member – An individual may be considered for membership as a Student Member in O&GA International if he\/she:
- Is currently enrolled as a university student with at least 30% of a full-time academic schedule AND<\/strong> have taken and passed the OGAP Certification Program<\/li><\/ol><\/li>
- Recent Graduate – An individual may be considered for membership as a Recent Graduate in O&GA International if he\/she:<\/span>
- Was an O&GA Student Member who graduated within the immediate past one-year period from a course of study leading to an undergraduate or graduate degree AND<\/strong> have taken and passed the OGAP Certification Program<\/li>
- Members may remain in this grade for one year.<\/li><\/ol><\/li><\/ol>
Article 9 Special Members<\/h3>
The Founder and Executive Committee may approve certain designated Members to special classifications of membership. All of O&GA International\u2019s entities will recognize these special classes of members. Initially, these classifications of membership shall be as follows:<\/p>
- Honorary Member – To be designated to this classification of membership he\/she:
- Must have received recognition for outstanding service to the O&GA International, and\/or recognition of distinguished achievement in the fields O&GA International embraces, and must be elected as an Honorary Member by the Founder and Executive Committee.<\/li><\/ol><\/li><\/ol>
Article 10 Dues and Fees<\/h3>
O&GA International’s Founder shall establish dues and fees for all grades of membership.<\/p>
Article 11 Privileges<\/h3>
All grades and classifications of members shall be entitled to all privileges of membership except that Founder and Executive Committee Members shall have exclusive voting rights.<\/p>
Article 12 Resignations and Terminations<\/h3>
The Founder and Executive Committee shall set terms and conditions governing resignations and terminations of membership in O&GA International.<\/p>
Article 13 Member Rights<\/h3>
The rights of each member shall include, among others:<\/p>
- to be represented in, and to participate in the work of O&GA International with the right to vote (Founder, Executive Ambassadors, and Regional Ambassadors); without the right to vote (Corporate Ambassadors, Members, Technical Advisors, Technical Ambassadors)\u00a0 Members, Technical Advisors, and Corporate Ambassadors may participate in polling for needs in regional areas and in their respective corporation. All members may nominate candidates for election\u00a0to corporate or regional ambassador.<\/li>
- to stand for election and to nominate candidates to all official bodies of the O&GA International that qualify for election in Section IX;<\/li>
- to submit proposals to O&GA International and to other bodies of the O&GA International<\/li><\/ol>
Article 14 Member Duties<\/h3>
The duties of each member shall include, among others:<\/p>
- to support O&GA International in the pursuit of its general object and to apply the decisions adopted by O&GA International and by the Founder and Executive Committee;<\/li>
- to ensure that O&GA\u2019s mission and principles are carefully observed in the activities of O&GA International;<\/li>
- to remit annual dues to O&GA International as approved by the Founder; and<\/li>
- to encourage individual and company participation in O&GA International\u2019s activities.<\/li><\/ol>
SECTION V ORGANIZATION<\/span><\/strong><\/h2>Article 15 Founder and Executive Committee<\/h3>
The Executive Committee is nominated by the Founder (who is independent of the committee and not elected) and O&GA International according to the provisions in Section IX.<\/p>
The functions of the Founder and Executive Committee shall be, among others, the following:<\/p>
- To develop a global strategic vision for the future of O&GA International;<\/li>
- To act as the permanent body of leadership, liaison, and coordination among O&GA International and to provide operational assistance;<\/li>
- To promote O&GA International\u2019s mission within the oil and energy industry;<\/li>
- To encourage and coordinate membership growth;<\/li>
- To be the official representative of O&GA International in the international field<\/li>
- To coordinate consistent and fair delivery of services to every individual member;<\/li>
- To set global policies, including, among others, organizational structure, membership criteria.<\/li>
- The Founder will set dues rates, financial budgets, and investment strategies seeking but not requiring guidance from the Founder and Executive Committee;<\/li>
- To appoint the Executive Ambassador of O&GA International (the ” Executive Ambassador”);<\/li>
- To set up bodies, including, among others, those with legal status, required for the activities of O&GA International and to appoint their members;<\/li><\/ol>
Article 16 Founder and Executive Committee Authority<\/h3>
The Founder and Executive Committee have final approval authority on all O&GA International matters, including those matters that may be delegated to one of the O&GA International Standard Committees or to other O&GA International committees for handling.<\/p>
As part of its regular activities, the O&GA International Founder and Executive Committee shall regularly review programs assigned to O&GA International Founder and Executive Committee and standing and ad hoc committees, and shall formally review and approve any specific action or comment on the actions taken by such committees. Furthermore, the Founder and Executive Committee shall, among others, have the following duties and authority:<\/p>
- Approve by consent or specific action all actions of O&GA International ad hoc or standing committees<\/li>
- Review\/approve all standing and ad hoc committee reports not reviewed by Founder and Executive Committees;<\/li>
- Approve all O&GA policy statements and revisions to policy statements;<\/li>
- Approve all standing and ad hoc committee appointments;<\/li>
- Approve proposals for new meetings bearing the O&GA International’s imprimatur and sponsored by O&GA or co-sponsored by O&GA with other organizations.<\/li><\/ol>
Article 17 Geographical Regions<\/h3>
Geographical regions are governed by the overall regulations of O&GA International and represented by elected Regional Ambassadors.<\/p>
Any group of O&GA members can submit an application for formation of a new region. O&GA members are assigned to an O&GA region on the basis of preferred mailing address. Members can affiliate with additional regions for an additional charge. \u00a0The Founder and Executive Committee recommends the following procedures:<\/p>
- Determine that there are at least twenty-five (25) members residing in the geographical region to be encompassed by the new region;<\/li>
- Outline the precise geographical area (jurisdiction) to be included in the proposed region;<\/li>
- Conduct an organizational meeting with all interested members and establish a temporary Regional Ambassador;<\/li>
- Ensure the new region adopts O&GA International\u2019s Guidelines;<\/li>
- Adopt a name for the proposed section;<\/li>
- Submit the names and addresses of the temporary Regional Ambassadors, a formal petition signed by the Founder and Executive Committee<\/li>
- The Founder and Executive Committee will review the proposed jurisdiction and will take steps to obtain formal approval for formation of the new region.<\/li><\/ol>
Article 18\u00a0Regional Councils<\/h3>
Regional Councils provide a framework for members within an appropriate geographic area to pursue common interests, collaborate, and exchange information.\u00a0 Regional Councils may follow O&GA regional boundaries, thus the jurisdiction of Regional Councils is described as appropriate geographic area.<\/p>
Councils are advisory in nature and have no governing authority over the particular region. Regional Councils must operate consistent with policies approved by the authority of the O&GA International\u2019s Officers, Founder and Executive Committee, and the O&GA International Guidelines.<\/p>
The Founder and Executive Committee have established the following guidelines for formation of Regional Councils:<\/p>
A council may be formed in a country or geographic region where O&GA has at least two Regional Ambassadors;<\/p>
- A council operating plan must be created and approved by the Founder and Executive Committee. The operating plan must define the council\u2019s purpose and procedures to be used in its establishment and operation. Use of the \u201cModel Guidelines for O&GA Regional Councils\u201d is required. This document will function as the operating plan. All geographic regions covered are eligible, but not required, to participate, regardless of whether they voted to approve the formation of the Council.<\/li>
- A majority of Regions to be included in the council must approve in writing:
- The formation of the council<\/li>
- The council operating plan\/model guidelines<\/li><\/ol><\/li><\/ol><\/li>
- A written request to form the council must be submitted to O&GA along with proof of approval from a majority of geographic regions in the council as stated in item 3, the council operating plan\/model guidelines.<\/li><\/ol>
Article 19\u00a0Regional Subsidiaries<\/h3>
The Founder and Executive Committee may, from time to time, designate other member groups that further the mission, vision, and objectives of O&GA International. Members joining these groups will have common interests. These groups will have no governance authority with respect to the O&GA International, and will be governed by the Founder and Executive Committee.<\/p>
SECTION VI O&GA OFFICERS<\/strong><\/span><\/h2>The officers of O&GA International shall include the following: Founder, Executive Ambassador, Vice-Executive Ambassador, Past Executive Ambassador, and certain Regional Ambassadors. The duties of the officers of O&GA International are as follows:<\/p>
The Founder is the highest officer of O&GA International. The Founder shall be responsible to O&GA International for ensuring that O&GA International pursues its general object and exercises its functions as defined in the Guidelines. The Founder guides the affairs of O&GA International in conformity with the decisions of O&GA International and the Executive Committee. The Founder may advise the Executive Ambassador when necessary to ensure the smooth functioning of the O&GA International.<\/p>
Article 20\u00a0Duties of the Founder<\/h3>- Preside at any meetings of the O&GA Executive Committee and Standard committees;<\/li>
- Take action on behalf of O&GA International without prior review of the Executive Committee on matters when, in her judgment, obtaining prior review would involve a delay, and such delay would jeopardize accomplishment of such action<\/li>
- Discuss all policy matters either to the Executive Committee or to one or more Standard Committees;<\/li>
- Report to the membership on the year’s operations at the Annual Oil & Gas Admins International Conference and Vendor Exhibition;<\/li>
- Request periodic reports from O&GA International committee chairpersons and issue any instructions necessary for committee progress or cooperation;<\/li>
- Prepare a message to the membership to be printed in the O&GA Newsletters, the O&GA Website and the O&GA Conference Program<\/li>
- Instruct the Executive Ambassador in all matters not covered under “Duties of the Executive Ambassador” below;<\/li>
- Approve the expense account of the Executive Ambassador and the Vice-Ambassador;<\/li>
- When information or testimony on behalf of O&GA is requested and time is lacking to consult the entire Executive Committee, approve, in some cases along with the Executive Ambassador, the information to be provided or appoint a person or persons to represent O&GA;<\/li>
- Appoint any ambassador or advisor (Executive, Regional, Corporate, Technical, etc.) under authority as the Founder of the organization,<\/li>
- Appoint members to ad hoc committees as necessary to carry out the work of O&GA International and appoint ambassadors to serve as liaisons between such committees and the Founder and Executive Committee.<\/li><\/ol>
Article 21 Duties of the Executive Ambassador-elect<\/h3>- In event of temporary absence or disability of the Founder, the Executive Ambassador-elect shall perform the duties of the Founder;<\/li>
- Preside at meetings of the O&GA Executive Committee and Standard committees in the absence of the Founder and in some cases along with the Founder;<\/li>
- Request periodic reports from O&GA International committee chairpersons and issue any instructions necessary for committee progress or cooperation;<\/li>
- In the event of death or inability of the Founder to perform her duties due to illness, assume the duties of the Founder until the position is filled according to the instructions of the Founder\u2019s will or living will<\/li>
- Serve as chair and govern over all Regional Ambassador activities<\/li>
- Prepare a message to the membership to be printed in the O&GA International website, and the O&GA International Conference program<\/li><\/ol>
Article 22 Duties of the Past Executive Ambassador<\/h3>- Serve as member of the Founder and Executive Committee<\/li>
- In event of temporary absence or disability of the Founder and Executive Ambassador-elect, perform the duties of the Founder.<\/li><\/ol>
Article 23\u00a0Duties of the Vice-Executive Ambassador<\/h3>- Serve as the chief executive staff member of O&GA in responsible charge of all operations and staff activities, in all of O&GA\u2019s offices and subsidiaries;<\/li>
- Employ the necessary staff for the execution of O&GA activities and train and supervise staff members for those activities;<\/li><\/ol>
Article 24 Duties of the Executive Administrative Ambassador<\/h3>- Coordinate the travel of the Founder and Executive Committee members\u00a0necessary for the execution of their duties;<\/li>
- Maintain the official records of O&GA and serve as custodian of these records;<\/li>
- Serve as steward of O&GA funds and trusts;<\/li>
- Serve as the administrative assistant to the Founder and Executive Committee and prepare agendas and minutes for meetings of the Founder and Executive Committee and standing committees<\/li>
- Assist the Founder and other officers and ambassadors of O&GA International in the conduct of their duties;<\/li>
- Maintain liaison with vendors, politicians, businesses, etc in association with Oil & Gas Admins International<\/li>
- Serve as a member of all committees.<\/li><\/ol>
Article 25\u00a0Duties of the Regional\u00a0\u00a0Ambassador<\/strong><\/p>- Serve as chair and govern over all Corporate Ambassador activities within their region<\/li>
- Solicit surveys from Corporate Ambassadors and compile statistics of regional activity<\/li>
- Serve on committees and act as a primary point of contact for regional conferences<\/li>
- Participate in the O&GA International conference<\/li>
- Maintain regional websites<\/li>
- Ensure that all O&GA Executive Committee policies and communications are disseminated throughout the region.<\/li><\/ol>
Article 25.1\u00a0Duties of the Young Professional\u00a0Ambassador<\/strong><\/p>- Suggest and assist in development and delivery of programs and events for O&GA young professional members<\/li>
- Actively participate in committee meetings<\/li>
- Recruit young professionals to the O&GA International organization.<\/li>
- Communicate O&GA International announcements and activities to young\u00a0professionals within their respective corporations<\/li>
- Participate in surveys to improve O&GA overall functions and benefits<\/li>
- Volunteer to participate in O&GA Regional and International Conferences<\/li>
- Work in conjunction with Corporate Ambassadors to create committees to coordinate and execute O&GA city-wide quarterly networking events and\/or volunteer events for young professionals as approved by the Executive Committee.<\/li>
- Retain appropriate venues and appropriate vendors for O&GA city-wide networking and\/or volunteer events for young professionals as approved by the Executive Committee.<\/li>
- Solicit appropriate speakers for O&GA city-wide young professional quarterly\u00a0networking and\/or volunteer events.<\/li><\/ol>
Article 25.2 Duties of the Corporate Ambassador<\/strong><\/p>- Communicate O&GA International announcements and activities to administrative and support professionals within their respective corporations<\/li>
- Participate in surveys to improve O&GA overall functions and benefits<\/li>
- Volunteer to participate in O&GA Regional and International Conferences<\/li>
- Work in conjunction with other Corporate Ambassadors to create committees to coordinate and execute O&GA city-wide networking events and\/or volunteer events as approved by the Executive Committee.<\/li>
- Retain appropriate venues and appropriate vendors for O&GA city-wide networking and\/or volunteer events.<\/li>
- Solicit appropriate speakers for O&GA city-wide monthly networking and\/or volunteer events.<\/li><\/ol>
SECTION VII OFFICERS<\/strong><\/span><\/h2>Article 26 Classes of Officers<\/h3>
The Founder and Executive Committee establishes the number and titles of Officers who constitute O&GA International\u2019s governing body (the Executive Ambassador-elect, Past Executive Ambassador, and the Vice-Executive Ambassador).<\/p>
Article 27\u00a0Terms and Responsibilities of Officers<\/h3>
Terms of Officers shall be one (1) year or until their successors are elected.<\/p>
No officer shall be eligible to serve more than two (2) consecutive terms. Any officer appointed to fill a vacancy on the Executive Committee shall serve from the date appointed and shall begin a new one year term to begin following the next Annual Meeting of Members. In the case of an officer named to complete an unexpired term created by a vacancy, the partial term shall not be considered in determining consecutive terms. No person who is serving as an officer may serve at the same time as a Regional Ambassador or At-Large Ambassador; no person who is serving as a Regional Ambassador may serve at the same time as an officer or an At -Large Ambassador; no person who is serving as an At-Large Ambassador may serve at the same time as an officer or Regional Ambassador; \u00a0The Founder, Executive Administrative Ambassador and other employees of O&GA International are not an elected members of the Executive Committee and thus are not bound to term limits. \u00a0Former elected officials are eligible for employment with O&GA International following their term limits and when not a conflict of interest with their current employer.<\/p>
Article 28\u00a0Compensation<\/h3>
No officer shall receive compensation for services as an Officer, or as a member of a standing or ad hoc committee of the O&GA International. Nothing in these Guidelines shall be construed to preclude any officer from receiving reimbursement for reasonable expenses properly incurred on behalf of the O&GA International and approved by the Founder and Executive Committee. The Founder, Executive Administrative Ambassador and other employees of O&GA International are not an elected members of the Executive Committee and thus are not bound by compensation restrictions. \u00a0Former elected officials are eligible for employment with O&GA International and to receive compensation following their term limits and when not a conflict of interest with their current employer.<\/p>
Article 29\u00a0Indemnification<\/h3>
O&GA International shall indemnify any present or former officer or director of O&GA International against all expenses, judgments, liabilities, fines, and costs of settlement imposed upon or reasonably incurred by such officer in connection with any claim or lawsuit imposed by reason of said officer or director having been an officer to the full extent permitted by respective national laws. Determination of reasonableness shall be made by the Founder of O&GA International.<\/p>
Article 30 Removal of Officer<\/h3>
Any officer shall be removed from office upon a vote by three-fourths of the Executive Committee of O&GA International for actions or conduct deemed harmful to the O&GA International following a review of circumstances by the Founder and Executive Committee. \u00a0The Founder is not an elected member of the Founder and Executive Committee and thus cannot be removed.<\/p>
SECTION VIII EXECUTIVE COMMITTEE MEETINGS<\/strong><\/span><\/h2>Article 31 Schedule of Meetings<\/h3>
The Founder and Executive Committee must meet annually, typically in conjunction with the Oil & Gas Admins International Conference and Vendor Exhibition. The Founder or Executive Ambassador may call other Executive Committee meetings with at least fourteen (14) days\u2019 advance notice.<\/p>
Article 32 Quorum<\/h3>
The presence in person or by written proxy of 2\/3 of the members of the\u00a0Executive Committee shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting or vote. The act of a majority of the members of the Executive Committee voting at any meeting or at which a quorum is present shall constitute the act of the Executive Committee. If a quorum is not present at any meeting of the Executive Committee, the members present and entitled to vote at such meeting shall adjourn the meeting from time to time, without notice other than announcement at the meeting, until such time as a quorum is present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.<\/p>
Article 33 Special Meetings<\/h3>
Special meetings of the Executive Committee may be called by the Founder or the Executive Ambassador.\u00a0 The purpose of the meeting shall be stated in the call from the Founder or Executive Ambassador. \u00a0Except in cases of emergency, at least fourteen (14) days\u2019 notice shall be given.<\/p>
Article 34 Electronic Ballots<\/h3>
Action taken by electronic (internet or email) ballot, in which at least a majority of officers, in writing or by oral statement, indicated themselves in agreement, shall constitute a valid action of the Executive Committee. Such action shall be reported at the next meeting of the Founder and Executive Committee.<\/p>
SECTION IX ELECTIONS<\/span><\/strong><\/h2>The Founder and Executive Committee shall establish the timetable and approve procedures for election of officers and directors.<\/p>
Article 35 Nominating Committee<\/h3>
A Nominating Committee shall be responsible for nominating candidates for the Executive Ambassador-Elect, Vice-Executive Ambassador, Regional Ambassadors, and At-Large Ambassadors. The Founder and Executive Committee shall approve the appointment of the members of the Nominating Committee.<\/p>
The committee comprises the Founder and additional members, as follows: Executive Ambassador, Regional Ambassadors from each of the regional nominating committees submitting nominations for Regional Ambassadors that year; At-Large Ambassadors(s), including the Vice-Executive Ambassador, who complete terms that year; plus three (3) additional persons appointed by the Founder who represent a cross-section of the O&GA membership to serve as at-large members.<\/p>
Article 36\u00a0Regional Nominating Committees<\/h3>
As required, regional nominating committees shall be convened by each outgoing Regional Ambassador, who shall serve as the non-voting chairperson of the committee. The committee shall consist of one representative from each corporation within the region.<\/p>
Nominees for Regional Ambassadors are selected on the basis of providing representation on the Executive Committee for each geographical region of O&GA. The Nominating Committee shall consider only the nominees of the regional nominating committees for Regional Ambassador positions.<\/p>
When an appointment is necessary due to the resignation of a Regional Ambassador before the end of his or her term, a regional nominating committee shall be convened to submit nominees for the position to the Nominating Committee. The incumbent, resigning Regional Ambassador shall serve as the non-voting chairperson of the regional nominating committee. Each corporation\u00a0in the region shall have one representative on the committee. The regional nominating committee shall seek nominations for the vacated Regional Ambassador position, and shall submit at least two nominations to the Nominating Committee for consideration. The Nominating Committee shall submit one nomination to the Founder and Executive Committee for approval.<\/p>
Article 37\u00a0At-Large Ambassadors<\/h3>
When an appointment is necessary due to the resignation of an At-Large Ambassador before the end of his or her term, an ad-hoc nominating committee, consisting of the members of the Founder and Executive Committee, shall be convened to submit nominees for the position to the Nominating Committee. The Executive Ambassador shall serve as the non-voting chairperson of the ad hoc nominating committee. At least two nominations shall be presented to the Nominating Committee for consideration. The Nominating Committee shall submit one nomination to the Founder and Executive Committee for approval.<\/p>
Article 38\u00a0Nominating Committee<\/h3>
The committee meets before the appointed meeting time of the O&GA Executive Committee and selects a single nominee for each of the following O&GA International offices:<\/p>
- O&GA Executive Ambassador, who serves one year as O&GA Executive Ambassador-elect, one year as O&GA Executive Ambassador, and one year as O&GA Past Executive Ambassador;<\/li>
- As required, O&GA Vice-Executive Ambassador for a one-year term; and<\/li>
- As required, At-Large, Regional, and Corporate Ambassadors, who serve one-year terms.<\/li><\/ol>
Before choosing nominees for the O&GA officers or At-Large Ambassadors, members of the Nominating Committee shall solicit nominations from the officers and directors of O&GA, O&GA committees, O&GA geographical regions and O&GA members. In choosing nominees, the Committee shall give first consideration to those persons who have qualified themselves for office by virtue of prior service to O&GA. The Nominating Committee, regional nominating committees, and the Corporate Ambassador Nominating Committees are furnished an office record by the Executive Administrative Ambassador, which shows those active members with prior service. This list is a guide in the selection of nominees.<\/p>
When an appointment is necessary due to the resignation of an officer before the end of his or her term the Nominating Committee shall be reconvened to submit a nominee for the position to the Founder and Executive Committee.<\/p>
Article 39\u00a0Member Petition<\/h3>
Additional nominations may be submitted to the Founder and Executive Committee in the following manner:<\/p>
- Additional nominations for Executive Ambassador Elect, Vice-Executive Ambassador, Regional Ambassadors and At-Large Ambassadors may be made by petition from at least one percent (1%) (as of 1 January of that year) of the voting members of O&GA International, provided that such nominees meet the requirements for the position. Such petitions shall be sent by mail or facsimile to the attention of the O&GA Founder at the O&GA office in Houston, Texas U.S.A.<\/li>
- Additional nominations for Regional Ambassadors and Corporate Ambassadors may be made by petition from at least one percent (1%) of the voting members within that region or technical discipline; provided, however, that in the case of Regional Ambassadors, except as otherwise determined for good cause by the O&GA Founder, no more than seventy-five percent (75%) of the petitioners shall be from any one section within the region. Such petitions shall be sent by mail or facsimile to the attention of the O&GA Founder at the O&GA office in Houston, Texas U.S.A.<\/li>
- Petitions must contain the following information, (a sample petition is available from O&GA offices): 1) position (office) for which the petition for ballot election is circulated; 2) name of the Nominating Committee and O&GA Founder and Executive Committee nominee (including affiliation and address); 3) name of proposed petition nominee (including affiliation and address); 4) printed or typed name and attested signature of each person signing petition; 5) O&GA member number of each person signing petition; and 6) date of signing of petition. Petitions containing signatures obtained prior to the Notice in O&GA Online of actions\/discussions of the O&GA Founder and Executive Committee from the Nominating Committee meeting shall be invalid.<\/li>
- Ballots shall identify the name of the Founder and Executive Committee and O&GA Nominating Committee candidate and the name of the petition candidate(s) for each position. Returned ballots shall include the voting member’s printed name and original signature, O&GA member number and signature date.<\/li>
- All marked ballots shall be returned to the attention of the O&GA Founder at the O&GA office in Houston, Texas U.S.A. Ballots returned by mail must be postmarked on or before 1 September and ballots returned by facsimile must be received on or before 1 September to be valid. The Founder shall appoint a Ballot Tally Committee to verify and count the ballots and the determination of the Ballot Tally Committee regarding validity of ballots shall be final. The nominees for each position receiving the plurality of the votes shall be declared elected by the Founder and Executive Committee.<\/li><\/ol>
SECTION X FINAL PROVISIONS<\/strong><\/span><\/h2>Article 40\u00a0Policies<\/h3>
The Founder and Executive Committee shall enact by a simple majority all policies relating to procedure and other matters, as may be necessary for the implementation of the Guidelines as well as for the accomplishment of the tasks of O&GA International.<\/p>
Within the framework of the Guidelines and other policies in force, and subject to the approval of the Founder and Executive Committee and other bodies of the O&GA International may also draw up such policies as are necessary for the accomplishment of their respective tasks.<\/p>
The Founder and Executive Committee may, in a manner consistent with the Guidelines, at any time amend the policies by a simple majority.<\/p>
Article 41 Special Provisions<\/h3>
When, for any reason beyond its control, the Executive Committee is prevented from meeting and thereby from electing the Executive Ambassador Elect, the Vice-Executive Ambassador, and other Founder and Executive Committee members, those serving at that time shall be authorized to continue to perform their function until the end of the next meeting of the Executive Committee.<\/p>
When, for any reason beyond its control, the Founder and Executive Committee is prevented from meeting, and decisions are indispensable or desirable, the Founder shall take such steps as may be necessary to secure a decision by consulting the other members of the Founder and Executive Committee by the most rapid means available. In this event, the Founder shall put each question in one and the same form to all the members of the Executive Committee, and in such a manner that each question can be answered by a simple “yes” or “no”. Decisions shall then be taken by a simple majority of the replies received and shall be valid if the number of such replies attains the quorum provided for institution.<\/p>
Article 42 of the Guidelines<\/h3>
Such decisions shall come into force at the expiry of a period of fourteen days from the date of dispatch of the last communication.<\/p>
When, for any reason beyond its control, the Founder and Executive Committee are prevented from meeting, and decisions are indispensable or desirable, and if the Executive Administrative Ambassador, for any reason whatsoever, is prevented from consulting the Founder at the time when the session should have been held, the Executive Administrative Ambassador shall take such steps as may be necessary to secure a decision by consulting the other members of the Founder and Executive Committee by the most rapid means available. In this event, the Executive Administrative Ambassador shall put each question in one and the same form to all the members of the Founder and Executive Committee, and in such a manner that each question can be answered by a simple “yes” or “no”. Decisions shall then be taken by a simple majority of the replies received and shall be valid if the number of such replies attains the quorum provided for in Article 33 of the Guidelines. Such decisions shall come into force at the expiry of a period of twenty-one days from the date of dispatch of the last communication.<\/p>
The same procedure may be applied at any time for any important and urgent question for which a decision of the Founder and Executive Committee is required and which cannot be postponed until the forthcoming regular meeting of the Founder and Executive Committee.<\/p>
When circumstances no longer make it possible to obtain the decisions mentioned in paragraph 3 of the present Article, the Executive Administrative Ambassador shall, in exceptional cases, and in order that the work of the O&GA International may be carried on, take decisions on all matters that are normally within the competence of the Founder and Executive Committee. Before taking such decisions, the Executive Administrative Ambassador shall consult, insofar as may be possible, the Founder and any members of the Founder and Executive Committee who remain accessible and shall keep them informed of the action taken.<\/p>
As soon as circumstances permit, the Executive Administrative Ambassador shall take steps to convene the Founder and Executive Committee. When the Founder and Executive Committee meets, the Executive Administrative Ambassador shall submit to it a report on all measures he\/she has taken since the last ordinary session of the Founder and Executive Committee.<\/p>
Article 43 Dissolution<\/h3>
Decisions on the dissolution of O&GA International can be taken only by the Founder.<\/p>
Article 44 Amendments to the Guidelines<\/h3>
The provisions of the Guidelines can be amended only by the Founder with consult from the Executive Committee.\u00a0 Proposals to amend the Guidelines may be put to the vote only when submitted by the Founder and\/or an Executive Committee member supported by at least three other Executive Committee members.<\/p>
Article 45 Entry into force<\/h3>
Guidelines shall come into force on the 1st<\/sup> day of January, 2015.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t![\"O_and_GA_Logo_Cropped\"](\"https:\/\/oilandgasadmins.org\/oga\/wp-content\/uploads\/elementor\/thumbs\/O_and_GA_Logo_Cropped-mrc1k7sbv35r8eu4thy25s9w8epysacgq9dahje1su.jpg\" "\\"O_and_GA_Logo_Cropped\\"")
\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\n\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\tEVENTS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t- No events<\/li><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t
![\"oilfield.helping.hands\"](\"https:\/\/oilandgasadmins.org\/oga\/wp-content\/uploads\/elementor\/thumbs\/oilfield.helping.hands_-e1530064562898-ns9ncvxyix5xdq7724xazo8tdxoam5iw3b6dhu0wme.jpg\" "\\"oilfield.helping.hands\\"")
\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t![\"right_choice_logo\"](\"https:\/\/oilandgasadmins.org\/oga\/wp-content\/uploads\/elementor\/thumbs\/RIGHT_CHOICE_LOGO-my64gr7c6fc2weyjv5mgzsqfsxz5izs3wdebiqq7ks.png\" "\\"right_choice_logo\\"")
\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tJOIN O&GA<\/span>\n\t\t\t\t\t<\/span>\n\t\t\t\t\t<\/a>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tRESOURCES<\/span>\n\t\t\t\t\t<\/span>\n\t\t\t\t\t<\/a>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t<\/span>\n\t\t<\/div>\n\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\tMEMBER QUICK LINKS<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tCOMMUNITY<\/span>\n\t\t\t\t\t<\/span>\n\t\t\t\t\t<\/a>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\n\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\t\n\t\t\t\t\t\t\t\t\tDIRECTORY<\/span>\n\t\t\t\t\t<\/span>\n\t\t\t\t\t<\/a>\n\t\t\t\t<\/div>\n\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t
WE KNOW THE INDUSTRY.\u00a0 WE KNOW SUPPORT.<\/span><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t Adopted January 1, 2015 – Reviewed January 1, 2019<\/strong><\/p> FOREWARD<\/span><\/strong> Furthermore, O&GA International is a\u00a0global\u00a0oil and energy professional organization serving members engaged in the administrative and support aspects of the oil, gas, energy and related industries. The guidelines provide guidance for governing O&GA International\u2019s global operations to deliver services to members in furtherance of O&GA\u2019s mission and principles.<\/p> At-Large Ambassador <\/strong> Geographical Region<\/strong> National Council <\/strong> Regional Council <\/strong> Regional Ambassador <\/strong> Regional Subsidiary <\/strong> Regional Subsidiary Founder and Executive Committee <\/strong> O&GA Founder and Executive Committee <\/strong> O&GA Officer <\/strong> Standing Committee <\/strong> Technical Advisor <\/strong> Young Professional\u00a0Ambassador<\/strong> Corporate Ambassador<\/strong> Oil & Gas Admins International is filed as a non-profit organization comprised of a collective group of individuals organized under the laws of the\u00a0governing country. O&GA International acts under the Guidelines with all rights and obligations of a corporate body with a legal personality.<\/p> O&GA International nominates and seats an Executive Committee according to the provisions in Section IX. These Officers set the strategic direction for the organization, establish global policies and oversee O&GA International\u2019s global operations.<\/p> Founded to foster exceptional career and personal development and performance through education and networking. \u00a0Exposes oil and energy administrative and support professionals to industry information and technologies to develop the necessary skills required for career advancement and to most effectively support the global and diverse oil and energy industry. O&GA International is organized and shall be operated for business, administrative, charitable, technical, literary, and educational purposes to achieve the mission as defined above.<\/p> O&GA generally achieves its mission through:<\/p> Oil & Gas Admins International is a diverse community of professionals that provides valuable knowledge and services to those professionals and to the industry in varied forms.<\/p> O&GA International should serve the broader membership while supporting technical and professional excellence, and making wise use of O&GA International resources.<\/p> The voluntary donation of time and talent by O&GA members is our most vital asset and the creative energy of volunteers must be encouraged and supported by O&GA International.<\/p> Each O&GA entity shall act in conformity with the laws of incorporation and principles of the Guidelines and operations.<\/p> The membership of O&GA shall not be limited by age, race, color, creed, religion, sex, national origin, or disability status, but shall be limited to those individuals who fulfill membership requirements, including payment of dues and fees, and who receive endorsement of qualifications for membership as shall be established by the Founder and Executive Committee.<\/p> Members may participate in polling for needs in regional areas and in their respective corporation. \u00a0Members may nominate candidates for election\u00a0to corporate or regional ambassador.<\/p> The following shall be grades of membership:<\/p> The Founder and Executive Committee may approve certain designated Members to special classifications of membership. All of O&GA International\u2019s entities will recognize these special classes of members. Initially, these classifications of membership shall be as follows:<\/p> O&GA International’s Founder shall establish dues and fees for all grades of membership.<\/p> All grades and classifications of members shall be entitled to all privileges of membership except that Founder and Executive Committee Members shall have exclusive voting rights.<\/p> The Founder and Executive Committee shall set terms and conditions governing resignations and terminations of membership in O&GA International.<\/p> The rights of each member shall include, among others:<\/p> The duties of each member shall include, among others:<\/p> The Executive Committee is nominated by the Founder (who is independent of the committee and not elected) and O&GA International according to the provisions in Section IX.<\/p> The functions of the Founder and Executive Committee shall be, among others, the following:<\/p> The Founder and Executive Committee have final approval authority on all O&GA International matters, including those matters that may be delegated to one of the O&GA International Standard Committees or to other O&GA International committees for handling.<\/p> As part of its regular activities, the O&GA International Founder and Executive Committee shall regularly review programs assigned to O&GA International Founder and Executive Committee and standing and ad hoc committees, and shall formally review and approve any specific action or comment on the actions taken by such committees. Furthermore, the Founder and Executive Committee shall, among others, have the following duties and authority:<\/p> Geographical regions are governed by the overall regulations of O&GA International and represented by elected Regional Ambassadors.<\/p> Any group of O&GA members can submit an application for formation of a new region. O&GA members are assigned to an O&GA region on the basis of preferred mailing address. Members can affiliate with additional regions for an additional charge. \u00a0The Founder and Executive Committee recommends the following procedures:<\/p> Regional Councils provide a framework for members within an appropriate geographic area to pursue common interests, collaborate, and exchange information.\u00a0 Regional Councils may follow O&GA regional boundaries, thus the jurisdiction of Regional Councils is described as appropriate geographic area.<\/p> Councils are advisory in nature and have no governing authority over the particular region. Regional Councils must operate consistent with policies approved by the authority of the O&GA International\u2019s Officers, Founder and Executive Committee, and the O&GA International Guidelines.<\/p> The Founder and Executive Committee have established the following guidelines for formation of Regional Councils:<\/p> A council may be formed in a country or geographic region where O&GA has at least two Regional Ambassadors;<\/p> The Founder and Executive Committee may, from time to time, designate other member groups that further the mission, vision, and objectives of O&GA International. Members joining these groups will have common interests. These groups will have no governance authority with respect to the O&GA International, and will be governed by the Founder and Executive Committee.<\/p> The officers of O&GA International shall include the following: Founder, Executive Ambassador, Vice-Executive Ambassador, Past Executive Ambassador, and certain Regional Ambassadors. The duties of the officers of O&GA International are as follows:<\/p> The Founder is the highest officer of O&GA International. The Founder shall be responsible to O&GA International for ensuring that O&GA International pursues its general object and exercises its functions as defined in the Guidelines. The Founder guides the affairs of O&GA International in conformity with the decisions of O&GA International and the Executive Committee. The Founder may advise the Executive Ambassador when necessary to ensure the smooth functioning of the O&GA International.<\/p> Article 25\u00a0Duties of the Regional\u00a0\u00a0Ambassador<\/strong><\/p> Article 25.1\u00a0Duties of the Young Professional\u00a0Ambassador<\/strong><\/p> Article 25.2 Duties of the Corporate Ambassador<\/strong><\/p> The Founder and Executive Committee establishes the number and titles of Officers who constitute O&GA International\u2019s governing body (the Executive Ambassador-elect, Past Executive Ambassador, and the Vice-Executive Ambassador).<\/p> Terms of Officers shall be one (1) year or until their successors are elected.<\/p> No officer shall be eligible to serve more than two (2) consecutive terms. Any officer appointed to fill a vacancy on the Executive Committee shall serve from the date appointed and shall begin a new one year term to begin following the next Annual Meeting of Members. In the case of an officer named to complete an unexpired term created by a vacancy, the partial term shall not be considered in determining consecutive terms. No person who is serving as an officer may serve at the same time as a Regional Ambassador or At-Large Ambassador; no person who is serving as a Regional Ambassador may serve at the same time as an officer or an At -Large Ambassador; no person who is serving as an At-Large Ambassador may serve at the same time as an officer or Regional Ambassador; \u00a0The Founder, Executive Administrative Ambassador and other employees of O&GA International are not an elected members of the Executive Committee and thus are not bound to term limits. \u00a0Former elected officials are eligible for employment with O&GA International following their term limits and when not a conflict of interest with their current employer.<\/p> No officer shall receive compensation for services as an Officer, or as a member of a standing or ad hoc committee of the O&GA International. Nothing in these Guidelines shall be construed to preclude any officer from receiving reimbursement for reasonable expenses properly incurred on behalf of the O&GA International and approved by the Founder and Executive Committee. The Founder, Executive Administrative Ambassador and other employees of O&GA International are not an elected members of the Executive Committee and thus are not bound by compensation restrictions. \u00a0Former elected officials are eligible for employment with O&GA International and to receive compensation following their term limits and when not a conflict of interest with their current employer.<\/p> O&GA International shall indemnify any present or former officer or director of O&GA International against all expenses, judgments, liabilities, fines, and costs of settlement imposed upon or reasonably incurred by such officer in connection with any claim or lawsuit imposed by reason of said officer or director having been an officer to the full extent permitted by respective national laws. Determination of reasonableness shall be made by the Founder of O&GA International.<\/p> Any officer shall be removed from office upon a vote by three-fourths of the Executive Committee of O&GA International for actions or conduct deemed harmful to the O&GA International following a review of circumstances by the Founder and Executive Committee. \u00a0The Founder is not an elected member of the Founder and Executive Committee and thus cannot be removed.<\/p> The Founder and Executive Committee must meet annually, typically in conjunction with the Oil & Gas Admins International Conference and Vendor Exhibition. The Founder or Executive Ambassador may call other Executive Committee meetings with at least fourteen (14) days\u2019 advance notice.<\/p> The presence in person or by written proxy of 2\/3 of the members of the\u00a0Executive Committee shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting or vote. The act of a majority of the members of the Executive Committee voting at any meeting or at which a quorum is present shall constitute the act of the Executive Committee. If a quorum is not present at any meeting of the Executive Committee, the members present and entitled to vote at such meeting shall adjourn the meeting from time to time, without notice other than announcement at the meeting, until such time as a quorum is present. At any such adjourned meeting at which a quorum shall later be present, any business may be transacted which might have been transacted at the meeting as originally convened.<\/p> Special meetings of the Executive Committee may be called by the Founder or the Executive Ambassador.\u00a0 The purpose of the meeting shall be stated in the call from the Founder or Executive Ambassador. \u00a0Except in cases of emergency, at least fourteen (14) days\u2019 notice shall be given.<\/p> Action taken by electronic (internet or email) ballot, in which at least a majority of officers, in writing or by oral statement, indicated themselves in agreement, shall constitute a valid action of the Executive Committee. Such action shall be reported at the next meeting of the Founder and Executive Committee.<\/p> The Founder and Executive Committee shall establish the timetable and approve procedures for election of officers and directors.<\/p> A Nominating Committee shall be responsible for nominating candidates for the Executive Ambassador-Elect, Vice-Executive Ambassador, Regional Ambassadors, and At-Large Ambassadors. The Founder and Executive Committee shall approve the appointment of the members of the Nominating Committee.<\/p> The committee comprises the Founder and additional members, as follows: Executive Ambassador, Regional Ambassadors from each of the regional nominating committees submitting nominations for Regional Ambassadors that year; At-Large Ambassadors(s), including the Vice-Executive Ambassador, who complete terms that year; plus three (3) additional persons appointed by the Founder who represent a cross-section of the O&GA membership to serve as at-large members.<\/p> As required, regional nominating committees shall be convened by each outgoing Regional Ambassador, who shall serve as the non-voting chairperson of the committee. The committee shall consist of one representative from each corporation within the region.<\/p> Nominees for Regional Ambassadors are selected on the basis of providing representation on the Executive Committee for each geographical region of O&GA. The Nominating Committee shall consider only the nominees of the regional nominating committees for Regional Ambassador positions.<\/p> When an appointment is necessary due to the resignation of a Regional Ambassador before the end of his or her term, a regional nominating committee shall be convened to submit nominees for the position to the Nominating Committee. The incumbent, resigning Regional Ambassador shall serve as the non-voting chairperson of the regional nominating committee. Each corporation\u00a0in the region shall have one representative on the committee. The regional nominating committee shall seek nominations for the vacated Regional Ambassador position, and shall submit at least two nominations to the Nominating Committee for consideration. The Nominating Committee shall submit one nomination to the Founder and Executive Committee for approval.<\/p> When an appointment is necessary due to the resignation of an At-Large Ambassador before the end of his or her term, an ad-hoc nominating committee, consisting of the members of the Founder and Executive Committee, shall be convened to submit nominees for the position to the Nominating Committee. The Executive Ambassador shall serve as the non-voting chairperson of the ad hoc nominating committee. At least two nominations shall be presented to the Nominating Committee for consideration. The Nominating Committee shall submit one nomination to the Founder and Executive Committee for approval.<\/p> The committee meets before the appointed meeting time of the O&GA Executive Committee and selects a single nominee for each of the following O&GA International offices:<\/p> Before choosing nominees for the O&GA officers or At-Large Ambassadors, members of the Nominating Committee shall solicit nominations from the officers and directors of O&GA, O&GA committees, O&GA geographical regions and O&GA members. In choosing nominees, the Committee shall give first consideration to those persons who have qualified themselves for office by virtue of prior service to O&GA. The Nominating Committee, regional nominating committees, and the Corporate Ambassador Nominating Committees are furnished an office record by the Executive Administrative Ambassador, which shows those active members with prior service. This list is a guide in the selection of nominees.<\/p> When an appointment is necessary due to the resignation of an officer before the end of his or her term the Nominating Committee shall be reconvened to submit a nominee for the position to the Founder and Executive Committee.<\/p> Additional nominations may be submitted to the Founder and Executive Committee in the following manner:<\/p> The Founder and Executive Committee shall enact by a simple majority all policies relating to procedure and other matters, as may be necessary for the implementation of the Guidelines as well as for the accomplishment of the tasks of O&GA International.<\/p> Within the framework of the Guidelines and other policies in force, and subject to the approval of the Founder and Executive Committee and other bodies of the O&GA International may also draw up such policies as are necessary for the accomplishment of their respective tasks.<\/p> The Founder and Executive Committee may, in a manner consistent with the Guidelines, at any time amend the policies by a simple majority.<\/p> When, for any reason beyond its control, the Executive Committee is prevented from meeting and thereby from electing the Executive Ambassador Elect, the Vice-Executive Ambassador, and other Founder and Executive Committee members, those serving at that time shall be authorized to continue to perform their function until the end of the next meeting of the Executive Committee.<\/p> When, for any reason beyond its control, the Founder and Executive Committee is prevented from meeting, and decisions are indispensable or desirable, the Founder shall take such steps as may be necessary to secure a decision by consulting the other members of the Founder and Executive Committee by the most rapid means available. In this event, the Founder shall put each question in one and the same form to all the members of the Executive Committee, and in such a manner that each question can be answered by a simple “yes” or “no”. Decisions shall then be taken by a simple majority of the replies received and shall be valid if the number of such replies attains the quorum provided for institution.<\/p> Such decisions shall come into force at the expiry of a period of fourteen days from the date of dispatch of the last communication.<\/p> When, for any reason beyond its control, the Founder and Executive Committee are prevented from meeting, and decisions are indispensable or desirable, and if the Executive Administrative Ambassador, for any reason whatsoever, is prevented from consulting the Founder at the time when the session should have been held, the Executive Administrative Ambassador shall take such steps as may be necessary to secure a decision by consulting the other members of the Founder and Executive Committee by the most rapid means available. In this event, the Executive Administrative Ambassador shall put each question in one and the same form to all the members of the Founder and Executive Committee, and in such a manner that each question can be answered by a simple “yes” or “no”. Decisions shall then be taken by a simple majority of the replies received and shall be valid if the number of such replies attains the quorum provided for in Article 33 of the Guidelines. Such decisions shall come into force at the expiry of a period of twenty-one days from the date of dispatch of the last communication.<\/p> The same procedure may be applied at any time for any important and urgent question for which a decision of the Founder and Executive Committee is required and which cannot be postponed until the forthcoming regular meeting of the Founder and Executive Committee.<\/p> When circumstances no longer make it possible to obtain the decisions mentioned in paragraph 3 of the present Article, the Executive Administrative Ambassador shall, in exceptional cases, and in order that the work of the O&GA International may be carried on, take decisions on all matters that are normally within the competence of the Founder and Executive Committee. Before taking such decisions, the Executive Administrative Ambassador shall consult, insofar as may be possible, the Founder and any members of the Founder and Executive Committee who remain accessible and shall keep them informed of the action taken.<\/p> As soon as circumstances permit, the Executive Administrative Ambassador shall take steps to convene the Founder and Executive Committee. When the Founder and Executive Committee meets, the Executive Administrative Ambassador shall submit to it a report on all measures he\/she has taken since the last ordinary session of the Founder and Executive Committee.<\/p> Decisions on the dissolution of O&GA International can be taken only by the Founder.<\/p> The provisions of the Guidelines can be amended only by the Founder with consult from the Executive Committee.\u00a0 Proposals to amend the Guidelines may be put to the vote only when submitted by the Founder and\/or an Executive Committee member supported by at least three other Executive Committee members.<\/p> Guidelines shall come into force on the 1st<\/sup> day of January, 2015.<\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\tGENERAL GUIDELINES<\/h2>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
Oil & Gas Admins International (hereafter referred to as \u201cO&GA International\u201d , \u201cO&GA\u201d or “OGA”) is an organization comprised of a collective group of individuals whose members affirm their commitment to O&GA\u2019s mission as defined in Article 4 of the Guidelines.<\/p>SECTION I DEFINITIONS<\/span><\/strong><\/h2>
A position on the Executive Committee from the membership at-large, who thus does not represent a particular O&GA region. At Large Ambassadors are elected as described in Section IX.<\/p>
A unit of members in a particular geographic area as approved by the Founder and Executive Committee. \u00a0A more complete description of Geographical Regions is provided in Article 17.<\/p>
An advisory group that provides a framework for sections within a country to pursue common interests.<\/p>
An advisory group that provides a framework for sections within a multi-country area to exchange information, coordinate activities, and pursue common interests. A more complete description of Regional Councils is provided in Article 18.<\/p>
A position elected to provide representation for an geographical region of O&GA. Regional Ambassadors are elected as described in Section IX.<\/p>
An incorporated unit established to provide services to Members in a prescribed region of the world. A more complete description of Regional Subsidiaries is provided in Article 19.<\/p>
A group of appointed members responsible for ensuring the financial viability of the subsidiary and conformity with the laws of the country of incorporation.<\/p>
The policy-making and governing body of O&GA International.<\/p>
An O&GA Founder and Executive Committee leadership position; includes the Founder, Executive Ambassador, Vice-Executive Ambassador, and Regional Ambassadors.<\/p>
A Founder and Executive Committee appointed group of members organized to provide direction for O&GA activities, programs, and events.<\/p>
A position selected to provide representation on the Advising Committee for O&GA\u2019s technical content. Technical Advisors are appointed as described in Section IX.<\/p>
An executive committee approved representative that\u00a0suggests and assists in development and delivery of programs and events for O&GA young professional members, and actively participates in committee meetings, and recruitment of young professionals to the O&GA International organization.<\/p>
An executive committee approved representative that delivers content for O&GA activities, programs, and events within their respective oil and energy corporation.<\/p>SECTION II LEGAL STRUCTURE<\/span><\/strong><\/h2>
Article 1 Legal status<\/h3>
Article 2 Officers<\/h3>
SECTION III MISSION AND GENERAL OBJECT\u00a0OF O&GA INTERNATIONAL<\/span><\/strong><\/h2>
Article 4 Mission<\/h3>
Delivers an O&GA Professional Certification to ensure oil and energy administrative professionals produce outstanding results for industry corporations and professionals.<\/p>Article 5 General Object<\/h3>
Article 6 O&GA Guiding Principles<\/h3>
Article 7 O&GA International Governance<\/h3>
SECTION IV MEMBERSHIP<\/strong><\/span><\/h2>
Article 8 Members of O&GA International<\/h3>
Article 9 Special Members<\/h3>
Article 10 Dues and Fees<\/h3>
Article 11 Privileges<\/h3>
Article 12 Resignations and Terminations<\/h3>
Article 13 Member Rights<\/h3>
Article 14 Member Duties<\/h3>
SECTION V ORGANIZATION<\/span><\/strong><\/h2>
Article 15 Founder and Executive Committee<\/h3>
Article 16 Founder and Executive Committee Authority<\/h3>
Article 17 Geographical Regions<\/h3>
Article 18\u00a0Regional Councils<\/h3>
Article 19\u00a0Regional Subsidiaries<\/h3>
SECTION VI O&GA OFFICERS<\/strong><\/span><\/h2>
Article 20\u00a0Duties of the Founder<\/h3>
Article 21 Duties of the Executive Ambassador-elect<\/h3>
Article 22 Duties of the Past Executive Ambassador<\/h3>
Article 23\u00a0Duties of the Vice-Executive Ambassador<\/h3>
Article 24 Duties of the Executive Administrative Ambassador<\/h3>
SECTION VII OFFICERS<\/strong><\/span><\/h2>
Article 26 Classes of Officers<\/h3>
Article 27\u00a0Terms and Responsibilities of Officers<\/h3>
Article 28\u00a0Compensation<\/h3>
Article 29\u00a0Indemnification<\/h3>
Article 30 Removal of Officer<\/h3>
SECTION VIII EXECUTIVE COMMITTEE MEETINGS<\/strong><\/span><\/h2>
Article 31 Schedule of Meetings<\/h3>
Article 32 Quorum<\/h3>
Article 33 Special Meetings<\/h3>
Article 34 Electronic Ballots<\/h3>
SECTION IX ELECTIONS<\/span><\/strong><\/h2>
Article 35 Nominating Committee<\/h3>
Article 36\u00a0Regional Nominating Committees<\/h3>
Article 37\u00a0At-Large Ambassadors<\/h3>
Article 38\u00a0Nominating Committee<\/h3>
Article 39\u00a0Member Petition<\/h3>
SECTION X FINAL PROVISIONS<\/strong><\/span><\/h2>
Article 40\u00a0Policies<\/h3>
Article 41 Special Provisions<\/h3>
Article 42 of the Guidelines<\/h3>
Article 43 Dissolution<\/h3>
Article 44 Amendments to the Guidelines<\/h3>
Article 45 Entry into force<\/h3>
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