A. P. S. S. C. A BYLAWS

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The name of this organization shall be Alberta Petroleum Storage System Contractors Association (APSSCA).

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1. To inform members of regulatory and legislative requirements in matters related to safety, labor standards, environment and applicable codes.

2. To advance the professional competence of members through dissemination of information related to technical developments, training, standards and codes pertaining to the installation, removal, maintenance and testing of petroleum storage and distribution systems.

3. To promote improvement in the environment, though training, education and other initiatives that will reduce the contamination of soil, groundwater, and air as a result of uncontained petroleum releases from petroleum storage and distribution equipment.

4. To elevate the professional level of persons engaged in the installation, removal, and maintenance and testing of petroleum storage and distribution systems, through an acceptable and recognizable training and certification program for persons engaged in such work.

5. To encourage adoption of laws and regulations which recognize the environmental, health and safety values of responsible contractors that deliver resources to the petroleum storage and distribution industry.

6. To enhance member firms, through the development of a code of ethics for companies engaged in the installation, removal, maintenance and testing of petroleum storage and distribution facilities, and through encouragement of adherence to the code.

7.  To play an active role with regulatory agencies and petroleum marketers in the improvement and or establishment of appropriate standards and regulations related to the safety, operation, and environmental integrity of petroleum storage and distribution equipment and facilities.

8. To improve the awareness of the industry and provide information to the general public.

9.  To promote, in all lawful ways commensurate with public interest, the business development and economic welfare of members of the association.

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1. Interpretation: Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

2. Location: The principal office of the association shall be located in Alberta or in such other location as the Board of Directors may select.  This provision is alterable.

3. Classifications: Membership in the Association shall consist of the following classes: Active and Associate Members

4. Active Members: Active member companies consist of independent business firms primarily engaged in the design, maintenance, installation, removal or testing of petroleum storage and delivery systems.  Active members shall have voting privileges and shall occupy the Executive positions and a minimum of three of five seats on the Board of Directors.  Only Active member companies shall maintain a place of business in the province of Alberta. 

5. Associate Members: Associate Members shall be those who do not meet the criteria for Active Members, but are in a related business, or have an interest in the activities of the association.  Associate membership shall not have voting privileges but may occupy a maximum of two seats on the Board of Directors.  Examples of Associate Members would be equipment manufactures and suppliers, subcontractors, consultants and petroleum marketers.

6. Official Representative: Each Active member company or Associate member company shall designate, on the application provided by Association, an individual to serve as Official Representative to the Association.  The Official Representative shall be the person who receives communications from the association and who otherwise represents the company in association activities. Only Official Representatives of Active member companies, or their duly designated proxies, shall be eligible to vote in closed meetings or the annual meeting for the transaction of business and election of directors.  Other representatives from Active Member firms may attend the respective closed meetings without the power to vote.

7. Application Procedure: Active or Associate applicants shall be admitted to membership only in accordance with the following:

1. Application must be made to the Association office on the official application form provided.

2. Any additional verifying information requested by the Association, as a means of ascertaining whether the applicant meets the requirements for membership described in this article, must be submitted upon request.

3. The applicant must be endorsed by at least two Active Members in good standing.

4. Upon receipt of application, the Association’s Executive Director or secretary shall forward the same to the members of the membership committee for recommendation to the Board of Directors at the earliest opportunity.  This in turn shall require a vote by the Board of Directors and if approved by a two-thirds vote, then the applicant shall be admitted to the membership in the proper classification, and upon payment of appropriate dues. At no time shall the applicant be present.

8. Membership Suspension or Termination: Membership may be revoked for the following reasons:

1. Non Payment of Dues: Any Active or Associate Member who shall become ninety days in arrears in payment of dues or other monies owed to the Association shall be notified by Registered Mail and if said moneys are not paid within 30 days thereafter, the membership shall be revoked. In such an event the firm membership that has been revoked shall not be eligible for re—admission until at least one year has passed from date of revocation.

2. Other Causes: The Board of Directors may revoke or suspend any membership which in the opinion of the Board, has failed to comply with these by-laws, or which has exhibited conduct, which is inconsistent with the interests and purposes of the Association. Revocation or suspension of a membership in this manner shall be accomplished only at a meeting of the Board of Directors at which a quorum is present, and a two—thirds majority vote shall be required.

9. Withdrawal From Membership: Any Member wishing to withdraw from membership may do so upon a notice in writing to the Board of Directors through the Secretary.

10. Reinstatement: Former members who have been involuntarily suspended or terminated may be reinstated by the Board of Directors, upon payment of all dues owed at the time of termination, and after fulfilling any other obligations prescribed by the Board of Directors.

11. Condition of Membership: Members of the Association, as a condition of their membership, shall subscribe to the purposes of the Association as set forth, and shall agree to conform to the provisions of these bylaws.

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1. Fees: Fees for Active Members and Associate Members will be set by the Board, as subject to change as they deem necessary to meet the requirements of the Association.

2. Period: Membership dues shall be paid for one year in advance, and covers the period from February 1 to January 31, of the current year.  If a new member joins after July 31, the fee will by one half the set annual fees.)

3. Due Date: The annual fee is due on the February 1 of the current year.  Interest may be charged on overdue fee after 30 days.

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1. Annual Meeting: The Association shall hold an annual meeting on or before February 28 each year.  Audited Financial Statements shall be presented to the membership at this meeting.  Elections for Officers and Directors will be made at this meeting.

2. Other General Meetings: General Meetings may be called at any time by the Secretary upon the instructions of the President or the Board of Directors, by notice in writing to the last known address of each member, and shall be mailed at least eight days prior to meeting date.  A special meeting shall be called by the President upon receipt by him of a petition signed by one-third of the Active Members in good standing, setting forth the reasons for calling such meeting, and notification as stated previously in this paragraph. 

3. Notice of Meetings: Notice of any business meeting of the association at which official association business is to be transacted shall be forwarded to the Official Representative of each Active member company with not less than 14 days written notice.  Notice of such meeting shall specify the place, day and hour of the meeting and shall be sent to the last know address of the Official Representative.  The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

4. Voting: At all business meetings of the association, the Official Representative of each Active member company shall have one vote, and may take part and vote in person or by proxy. Unless otherwise specifically provided in these bylaws, a majority vote of the Official Representatives of Active member companies shall govern.

In the case of a tie vote, the chair does have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does pass.

5. Quorum: Four members in good standing shall constitute a quorum at any meeting.

6. Proxy: Should the Official Representative of any Active member company be unable to attend a business meeting of the association, he or she may authorize another employee of the Official Representative’s member company, to attend and vote in place of the Official Representative. Such authorization must be in writing by the Official Representative.

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1. Names of Officers: The Officers of the Association shall be President, Vice—President, Secretary, Treasurer and Immediate Past President and Executive Director tut and any other Officers as the Board of Directors shall from time to time deem necessary.  These officers shall be selected from among the ranks of Official Representatives of Active member companies, and shall be elected at the annual business meeting.  The officers shall be elected for one-year terms, but shall serve until there successors have been duly elected and installed. Elected officers shall assume office February 1 or after the elections held during the annual meeting.  Officers are eligible for re-election.

2. Nominating Committee: This committee shall be formed prior to the annual meeting and shall be comprised of a total of three members.  The Board of Directors shall pick two of its members and one additional from Active members to sit on this committee.  One member of the committee shall be designated as chairman.  This committee will seek to find candidates who will be willing to serve the Association.  A slate of nominees will be presented to the membership for vote at the annual meeting.  Additional member nominees may be added from the floor prior to election.

3. Election and Tenure: For the first executive, the President, Vice—President, Secretary and Treasurer shall be elected by the Active Members of the Association at the annual meetings, and will serve for one year in that position.  After each one-year term, the Treasurer will become the Secretary and the Vice—President will become the President.  The new Vice-President and Treasurer will be elected at the annual meeting.  The Executive Director shall be appointed by the Board of Directors.

4. Qualifications: The President, Vice—President, Secretary, and Treasurer shall be elected from Designated Official Representatives of Active Members in good standing.  The Executive Director shall be chosen by the Board on the basis of his ability to manage the Association’s business.

5. Vacancies and Removal: Vacancies in any elective office may be filled for the balance of the term thereof by the Board of Directors.  The Board of Directors, by two-thirds vote of all its members, may remove any officer from office for just cause.

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1. President: The President shall be the chief elected officer of the association, and shall serve as chairman of the Board of Directors. The President shall appoint all committees, and shall communicate to members information on matters that relate to the welfare of the association and its membership. The President shall perform other such duties as are necessarily incident to the office of President.

2. Vice-President: In event of the absence or disability of the President, the Vice-President shall perform the duties of the President.  In the absence of both the President and a chairman, the vice-president may be elected by the meeting to preside thereat.

3. Secretary: The Secretary shall attend all meetings of the Association and the Board of Directors, and shall keep accurate minutes of the same.  He shall have charge of the Seal of the Association which seal whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President.  In the case of absence of the Secretary, his duties shall be discharged by such officer as may be appointed by the Board of Directors.  The Secretary shall have charge of all the correspondence of the Association and be under the direction of the President and the Board of Directors.  The Secretary shall also keep a record of all Active and Associate Members of the Association and their addresses, send all notices of the various meetings as required, and shall collect and receive the annual dues or assessments levied by the Association, such monies to be promptly turned over the Treasurer for deposit in the Association’s Bank.

3. Treasurer: The Treasurer shall receive all monies paid to the Association and shall be responsible for the deposit of same in Association’s Bank.  He shall properly account for the funds of the Association and keep such books as may be directed.  He shall present a full detailed account of receipts and disportments to the Board of Directors whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited as hereinafter set forth of the financial position of the Association and submit a copy of the same to the Secretary for the records of the Association.  The offices of the Secretary and the Treasurer may be filled by one person if so decided by the Board of Directors.

4. Executive Director: The Executive Director shall be responsible for all day to day activities of the Association.  He shall report directly to the President and the Board of Directors. His position may be a salaried position, if so deemed by the Board of Directors.  The Offices of the President and the Executive Director may be filled by one person if so decided by the Board.

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1. Authority and Responsibility: The governing body of this association shall be its Board of Directors. The Board of Directors shall exercise supervision, control, and direction of the affairs of the association; shall determine its policies and changes therein; shall actively pursue the objectives of the association, supervise the disbursement of its funds, and be responsible for the interpretation of these bylaws. The Board of Directors may adopt such rules and regulations for the conduct of business as shall be deemed advisable and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Director and appointed committees.

2. Composition: The Board of Directors shall be composed of the President, Vice—President, Secretary, Treasurer and three additional directors from Active members, and two from Associate Members, for a total of nine directors.

3. Term of Office and Manner of Election: The election of Officers who also serve as members of the Board is described in Article 6 - Officers.  Remaining directors are to be elected at annual meeting for term of one year.  The Nominating Committee shall present a list of potential directors for election by Active Members.  The Directors shall be elected from among the ranks of Official Representatives of member companies and shall be elected during the annual business meeting of the association. 

Directors shall be eligible to succeed themselves, and shall officially take office at the time of the election of new officers during the annual business meeting.

4. Vacancies: As provided in Article 6.5, the successor to an elected officer who becomes incapacitated or is otherwise incapable of completing his or her term of office, for whatever reason, shall be selected by the Board of Directors.

A vacancy will be deemed to have occurred in the office of Director when the person currently holding that position dies, becomes incapacitated, severs his connection with the member company, or is chosen for one of the association’s elective offices. A vacancy would also occur if the Directors Company was no longer eligible for membership.

In such event, if the vacancy in the Directorship occurs less than six months before the normal term of the incumbent director is scheduled to end, the Board of Directors shall appoint a director until the next annual meeting of the association.

5. Meetings: The Board of Directors shall meet a minimum of four times a year. One meeting shall be scheduled during the annual meeting of the association, and at such other times during the course of the year as the President shall deem appropriate and necessary.

A special meeting may be called on the instructions of any two active members provided they request the President in writing to call such a meeting, and state business to be discussed.  The location of the meetings shall be decided by the Board.  Meetings of the Board shall be called by ten days notice in writing mailed to each member, or by three days notice by facsimile or telephone. 

6. Voting: Board decisions shall normally be made at duly scheduled meetings of the Board of Directors.  However, Board votes may be taken through use of mail ballots, fax ballots, or conference telephone calls, should the point at issue, in the judgment of the President, warrant such method of balloting.

Any Officer or Director who finds it necessary to be absent from a regularly scheduled Board of Directors meeting, may appoint as proxy, for that meeting, the Official Representative of another member company not currently a member of the Board of Directors.  The proxy so appointed shall have the same voting rights during the course of the meeting, as any other Officer or Director. Such authorization must be in writing.

7. Quorum: Any four directors shall constitute a quorum, and meetings can be held without notice if a quorum of the Board of Directors is present, provided however, that any business transactions shall be ratified at the next meeting of the board; otherwise they shall be null and void.

8. Compensation: Directors and elected Officers shall not receive any compensation for their services to the association.

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1. Indemnification: In accordance with the Society Act, every Director, Officer and employee of the association shall be indemnified by the association against all expenses and liabilities, including legal fees, reasonably incurred or imposed upon them in connection with any proceeding to which they have been made a party, or in which they may become involved by reason of being, or having been, an Officer, Director, or employee of the association, except in such cases wherein the Officer, Director, or employee is adjudged guilty of willful malfeasance or malfeasance in the performance of duties.

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1. Executive Director: The Board of Directors may employ a person to serve as Executive Director of the association.  Such person shall be compensated by salary or retainer fee; shall be selected on the basis of his or her competence in association management; shall have no current ownership or employment connection with any member company; and shall not be privileged to vote either in board or membership meetings.

2. Duties: Subject to oversight by elected officers and directors, the Executive Director and his or her staff shall perform the duties normally associated with professional management of the affairs of a trade association. These duties may include, but shall not be limited to:

1. Association Communications

• Meeting Minutes

• Monthly Newsletters

• Meeting Notices

• Association Advertising

• Correspondence

• Telephone

2. Association Membership

• Membership Recruitment

• Membership Retention

• Membership Programs

• Membership Surveys Association

3. Finances & Record keeping

•  Dues Invoicing

• Accounts Receivable

• Accounts Payable

• Annual Audit

• Filing of Federal, Province & Local Tax Returns

• Insurance Coverage-Directors & Officers, Property, etc.

• Non-Dues Related Income-Grants, Sponsorships, etc.

4. Industry Liaison

• Petroleum Equipment Institute (PEI)

• Petroleum marketer’s organization

• Governmental/Regulatory Agencies

5. Meeting Planning

•  Annual Meeting

• Board of Director’s Meetings

• Education Workshops/Training Events/Seminars

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1. Fiscal Period: The fiscal period of the association shall begin on February 1 and end on January 31.

2. Borrowing: In order to carry out the purposes of the society the directors may, on behalf of and in the name of the society, raise or secure the payment or repayment of money in the manner they decide. The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting. A debenture will not be issued without authorization of a special resolution.

3. Budget: Prior to the beginning of each dues year, the Board shall adopt an annual operating budget covering all activities of the association.

4. Inspection of Books: The books and records of the Association may be inspected by any Active or Associate Member at the annual meeting provided for herein or at anytime upon giving reasonable notice and arranging a time satisfactory to the Officer or Officers having charge of same. Each member of the Board shall at all times have access to such books and records.

5. Audit: The accounts of the association shall be audited not less than annually by a Certified Public Accountant, who shall be recommended by the President with the approval of the Board. The accounting firm, which conducts the audit, shall provide a report to the Board of Directors. Copies of the report shall also be made available to the Official Representatives of any member company who requests the same.

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1. Dissolution: The association shall use its funds only to accomplish the objectives and purposes set forth in these bylaws. No part of said funds shall inure, or be distributed, to members of the association. On dissolution of the association, any funds remaining shall be distributed to one or more regularly organized and qualified Alberta-based charitable, educational, scientific, or philanthropic organizations, to be selected by the Board of Directors.

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1. Proposing: Amendments to or repeal of these Bylaws may be proposed by the Board of Directors on its own initiative or upon petition by 20 percent or more of Official Representatives of Active member companies. The Board shall present all such proposals to Active members with or without endorsement.

2. Approval: Amendments to or repeal of these Bylaws shall be approved by a 75% affirmative vote of Official Representatives of Active member companies, present and voting at any annual meeting or special meeting of the association, duly called, provided written notice of the proposed changes have been sent to Active member companies at least 30 days in advance of the meeting.