THE BYLAWS OF THE TEXAS GAS ASSOCIATION
(Adopted the 15th day of October, 2009)
Amended the 27th day of July, 2012
ARTICLE I – Title and Objectives
Section 1: The Texas Gas Association (“The Association”) is incorporated in the State of Texas as Texas Gas Association, Inc. and operates under the assumed name of TGA, Inc.
Section 2: The Mission Statement of the Association is: Support of TGA members by providing services to enhance performance promote safety and broaden public awareness of the natural gas industry’s contributions to society and the environment.
Section 3: The objectives of the Association are:
- To provide education and training for the membership.
- To take a public position and express an opinion on legislation affecting the natural gas industry.
- To comment on rules and regulations affecting the Association membership or to initiate rule-making that is beneficial to the industry.
- To effectively promote the use of natural gas as an economical, environmentally-friendly energy source.
Section 4: The Texas Gas Association operates in the state of Texas. The Association’s operating area may be changed by amendment to these by-laws.
Article II – Management of the Texas Gas Association
Management consists of twenty seven (27) Board Members and the TGA Advisory Counsel. The 27 Board Members consists of six (6) officers, comprising the Executive Committee (Chair, First Vice Chair, Second Vice Chair, Treasurer, Secretary) and the President of the Texas Gas Association and twenty-one (21) additional “at large” members of the Board of Directors. The TGA Advisory Council is comprised of the five most recent, still active, past Chairs of the Association. A simple majority of the Board (14) must be present for the Board to transact official business of the Association.
The Board of Directors has the authority to discuss and vote on issues or actions, subject to the requirements set out in these bylaws, pertinent to advancing the mission and objectives of the Association.
The Officers of the Association are: Chair, First Vice Chair, Second Vice Chair, Secretary, Treasurer and the President of the Association. The officers have the duties and powers normally performed by the officers of a non-profit organization, as well as any other duties that may be directed by these by laws (See Section XV, below).
Officers and Directors serve from the close of one Annual Business Meeting until the close of the next. Seven (7) Directors are elected each year to serve a term of three (3) years each.
If necessary, on an emergency basis, the Executive Committee may exercise the authority of the Board of Directors between meetings. The Executive Committee shall report its activities to the Board of Directors at each regular meeting.
The fiscal year of the Association runs from January 1 to December 31.
Article III – Amendment of the Bylaws
A three quarters (3/4) vote of the current Board of Directors and Officers is required to amend the bylaws of the Texas Gas Association. This requires a vote of twenty one (21) members of the TGA Board.
Amendments will be added to Section XX at the end of the bylaws as they are passed. The body of the bylaws will not be changed by amendments.
Article IV – Employees of the Association
Section 1 – The Board of Directors will engage a President as necessary for the proper conduct of the business of the Association and determine compensation accordingly.
Section 2: The President shall have the following duties:
- Operation of the Association office, engaging other assistance as needed, within the limits of the Annual Budget as approved by the Board of Directors.
- Responsibility for care of the Association funds and the maintenance of accurate accounts.
- Maintenance of accurate mailing lists for Members.
- Assistance to the Committees.
- Assistance to the Chairman as requested, particularly in handling the day to day details of operation.
- Hire, direct and supervise employees as needed for the proper conduct of the business of the Association, within the limits of the Annual Budget as approved by the Board of Directors.
Article V – Meetings
Section 1: The Texas Gas Association Annual Business Meeting is to be held between May 1 and July 31. Special meetings of the Board or general membership may be called by the chair or by a majority vote of the Board.
Section 2: The time and place of meetings will be determined by the Board, which meets quarterly, as well as at any other time as directed by the chair.
Section 3: Should an individual member or group of members wish to bring a resolution before the Board of Directors, they may do so at any scheduled or special called Board meeting. The member or group must notify the TGA office of their desire to bring the resolution before the Board so it can be placed on the Board agenda.
The resolution will be heard by the Board per the agenda. The Chair shall allow adequate time for discussion of the resolution by the Board, and the Board shall vote to accept, reject or table action on the resolution. A simple majority vote of the Board is required to accept such a resolution. Any item discussed, which was not placed on the agenda prior to the meeting, may not be acted upon by the Board at that meeting.
Section 4: The time and place of regular and special Board meetings must be communicated in writing to all Board members a minimum of ten (10) days prior to the meeting. In the case of a special general membership meeting, the entire membership must be notified in writing (which includes e-mail) no fewer than ten (10) days prior to the meeting.
Section 5: The following constitute proper announcement of a meeting: (a) a letter, e-mail or postcard signed by the President, Chair or Secretary sent via U.S. Postal Service or electronically (e-mail) to each affected member
Section 6: Board Meetings of the Texas Gas Association may be conducted via telephonic conference call or electronic meeting. These meetings must meet the requirements of Section 4 and 5 of this Article, which deal with proper announcement of regular and special meetings. Attendance via telephone or electronic means will be construed as being present at the Board meeting.
Section 7: Meetings of the Board of Directors shall include the following. Only items set on the agenda in advance can be voted on by the Board.
- Call to order (Welcome from the Chair, determination of absences, determination of a quorum, announcement that items may be added to the agenda as a result of committee meetings and notice of the Antitrust Guidelines.
- Housekeeping items (require review and approval by the Board): Minutes of the previous meeting, treasurer’s report, balance sheet, profit and loss statement from previous quarter and the Chair will recognize members who have additional housekeeping items.
- Discussion items (Board of Directors input may be sought.) These may require future action by the Board. The Chair will recognize members who have additional discussion items.
- Action items (Require a vote of the Board). The Chair will recognize members who have additional action items.
- Information Items (Any information offered on a “for your information” basis to keep the Board informed) The Chair will recognize Members who have additional information items as a result of previous committee meetings.
Section 10: The presiding officer may vary the order of business at their discretion. Business carried over from any meeting may be acted on at the next regular or special Board meeting.
Section 11: A Board meeting may not transact official business unless a majority (14 members) of the Board is present.
Section 12: The Secretary will keep the minutes of every meeting. As soon as practical, the secretary will write the minutes and send them to the TGA office for inclusion in the Board book for the next regularly scheduled Board meeting.
ARTICLE VI – Members
The Association has five (5) membership classes:
Utility (local distribution companies and transmission companies).
Master Meter Operators
Individual Members and
Life Members (Members, upon their nomination, are admitted to this category by a majority vote of the Board)
ARTICLE VII – Definition of Members
Section 1: Utility Members. The Utility Members category includes persons, firms, companies or corporations actively engaged in the production, transmission distribution or delivery of natural gas within Texas. This category includes natural gas utilities owned and operated by municipalities, counties and special natural gas districts. Those natural gas utilities operating more than one geographic district or division may be permitted Membership for each such district or division.
Section 2: Associate Members. The Associate Member category includes those persons, firms companies or corporations actively engaged in sale, distribution, manufacture or fabrication of natural gas appliances, supplies or equipment for the natural gas industry or the furnishing of professional services to the natural gas industry.
Section 3: Master Meter Operators. The Master Meter Operator category consists of persons, firms, companies or corporations that do not sell natural gas, but in the course of whose business, supply natural gas bought from a master meter, to more than one facility through piping owned by the entity.
Section 4: Individual Members. Individual Members are the employees, other than the named representative, of a Member company. The Individual Members can be active or retired from the Member company, including LDC, Transmission and Associate Members.
Section 5: Life Members. Life Member status is awarded by the Board in recognition of outstanding contribution to the Association and the natural gas industry.
Article VIII – Representatives
Each Utility and Associate Member will designate one (1) employee as its named representative. This person will represent the voting Member Company at all meetings of the full membership of the Association, including the Annual business meeting. A Member Company may change its named representative at any time by notifying the TGA office.
Article IX – Voting and Representation
Section 1: LDC, Transmission and Associate Members each have one (1) vote, as exercised through their named representative.
Section 2: All Association Announcements, communications and invoices will be directed to the named representative of the Member Company.
Section 3: Individual Members, Life Members and Master Meter Operator Members do not vote by virtue of their membership.
Article X – Non-Liability
No Association Member can be held liable for any Association contract, debt or default in any amount greater than the unpaid balance of their annual dues. Neither the Association’s operation nor informality can render these bylaws void or expose any Member to liability greater than the unpaid balance of their annual dues.
Article XI – Dues
Section 1: LDC members pay annual dues based on the number of meters owned and on file with the Texas Railroad Commission as of the December 31 immediately before the beginning of the Association’s calendar year.
Section 2: Transmission members pay annual dues based on the number of miles of pipeline owned or operated and on file with the Texas Railroad Commission as of December 31 immediately before the beginning of the Association’s calendar year. (Danny – did you want to have some input on this regarding thru put of natural gas?)
Section 3: Associate members pay dues on a per-Company basis. For purposes of this Section 3, a “Company” is defined as a separate listing in the Association’s membership directory.
Section 4: Life Members pay no dues.
Section 5: A dues increase or decrease requires a super majority vote of the Board membership (18 votes) The dues structure can be addressed at a regular or special Board meeting provided that the announcement of a vote involving a dues change has been mailed (including email) to each Board member a least ten (10) days before the meeting.
Section 6:. Changes to dues will be published in the Minutes of the Board meeting in which the dues structure was determined.
Article XII – Assessments
Section 1: Special assessments require a super majority vote of the Board members (18 votes). Special assessments can be addressed at any regular or special Board meeting provided that a notice of a vote on such assessment has been mailed (including e-mail) to each officer and Director at least ten (10) days before the meeting.
Section 2: When a special assessment is approved, the Board will adopt a resolution declaring it approved, levying it against Member companies, stating the purpose for which the assessment was voted and the time limit within which it must be paid.
Section 3: Special assessments will be proportional. Each Member company will pay as their share a percent equal to the percentage of their annual dues to the total annual dues paid by all Member companies.
Article XIII – Attendance
Section 1: A member company’s named representative is expected to attend all of the regular and special general membership meetings, including the Annual business meeting.
Section 2: If a named representative is unable to attend a meeting, the Member company may name another employee as proxy. The proxy will have the same vote as the named representative.
Section 3: Officers and Directors are expected to attend all regular and special Board meetings. If a Board member or officer is unable to attend a meeting, they may name a proxy. The proxy will have the same vote as the named representative. The use of a proxy does not count as attendance for the member at a Board meeting. Failure to attend half of the Board meetings in any one year may be cause, subject to Board discretion, for the position to be deemed vacant and the vacancy may be filled by the Board in accordance with Article II, Section 2.
Article XIV – Executive Sessions
The TGA Chair may declare any general membership meeting or any Board meeting, or part of such meeting to be an executive session and exclude all persons except named representatives and others specifically authorized by that declaration. The Board may not vote on official business items during an executive session.
Article XV – Officers
Section 1: The Chair of the Association presides at all Board and Association meetings and exercises general supervision and control over all affairs of the Association.
Section 2: The Chair, with approval of the Board, appoints standing and special committees and appoints a Chair for each committee.
Section 3: The incoming Chair, at the meeting of the Board that immediately following the Annual meeting (i.e. their first Board meeting as Chair), submits a budget – previously prepared by the TGA office and a complete roster of committees for approval by the Board.
Section 4: The First Vice Chair will assist the Chair in all matters as requested. In the absence of the Chair or in case of the Chairs inability to act, the First Vice Chair may perform all the duties of the Chair. The First Vice Chair will serve as the Human Resources point of contact for association staff.
Section 5: The Second Vice Chair will assist the Chair in all matters as requested. In the absence of the Chair and the First Vice Chair, on in the case of their inability to act, the Second Vice Chair may perform all the duties of the Chair.
Section 6: The Secretary will keep the minutes of all Association and Board meeting. They will have oversight over Association records.
Section 7: The Treasurer will keep financial records and give a report of the Association’s financial status – usually prepared by the TGA office – at each Board meeting.
ARTICLE XVI – Audits and Bonds
Section 1: The Audit Committee will complete an audit shortly after the beginning of the fiscal year.
Section 2: Any person handling Association funds in amounts larger than $1000, or a lesser amount as may be determined by the Board, will be bonded at the Association’s expense.
ARTICLE XVII – Elections
No fewer than sixty (60) days before the annual meeting, the incumbent Chair will appoint a nominating committee of at least three members who may or may not be Members of the Board. This committee will:
(1) Select seven nominees to be candidates for the Board,
(2) Select nominees for the offices of Chair, First Vice Chair, Second Vice Chair, Secretary and Treasurer and
(3) Select nominees for any other Board vacancies that may exist.
Article XVIII – Committees
The Board of Directors shall establish or dissolve any committee as may be necessary for the proper conduct of business of the Association
Below are listed the usual standing committees of the Texas Gas Association
Budget and Finance
Legislative and Regulatory Review
A committee does not have to have members or be active for the full year to be considered a standing committee.
The Board of Directors may appoint ad hoc committees as required for the advancement of the needs of the Texas Gas Association.
Article XIX – Advisory Council
The five (5) most recent, active past Chairs comprise the Advisory Council, with the immediate past Chair serving as Chair of the Advisory Council. The Advisory Council will study the needs of the Association, take responsibility for long-range planning and may report its plans and recommendations to the Board on a quarterly basis.
Adopted the 15th day of October, 2009
Article XX – Amendments to the Texas Gas Association Bylaws
Proposed Changes to the Executive Committee
The Executive committee proposes to increase the number of representatives and change the committee positions on the executive committee to provide leadership continuity to the members of the Texas Gas Association. The proposed change includes increasing the committee from six to eight consisting of:
Immediate Past Chair of the Association
President of the Association
The committee will endeavor to ensure the membership of the Association is properly represented at the Executive level. The proposed changes to the by-laws are as follows:
To ensure the membership of the Association is adequately represented at the Executive Committee level the following changes to the TGA by-laws shall be made;
Article II – Management of the Association
Paragraph one shall be amended to read “Management consists of twenty-nine (29) Board Members. The 29 Board Members consists of eight (8) officers, comprising the Executive Committee (Chair, Vice Chair, Secretary, Treasurer, Immediate Past Chair of the Association, two at-large members and the President of the Association) and twenty-one (21) elected Members of the Board of Directors.”
Paragraph two, first sentence shall be amended to read: “The officers of the Association are: Chair, Vice Chair, Secretary, Treasurer, Immediate Past Chair of the Association, two at-large members and the President of the Association.”
Article III – Amendment of the by-laws
Paragraph one, sentence two shall be amended to read; “This requires a vote of twenty-two (22) members of the TGA Board.
Article V – Meetings
Section 11 shall be amended to read: “A Board meeting may not transact official business unless a majority (15 members) of the Board is present.”
Article XI – Dues
Section 5, first sentence shall be changed to read: “A dues increase or decrease requires a super majority (67%) of the Board Membership (20 votes).
Article XV – Officers
Section 5 shall be amended to read: “In the absence of the Chair and Vice Chair or in the case of their inability to act, an at-large member of the Executive Committee may perform all the duties of the Chair.”
Article XVII – Elections
Paragraph 1, subsection (2) shall be written to say: “Select nominees for the offices of Chair, First Vice Chair, Secretary, Treasurer and two at-large members of the Executive Committee and”
Article XIX – Advisory Council
Delete article in its entirety.
Adopted this _27th ______ day of __July_______, 2012
Amendment 2 to the By-laws of the Texas Gas Association (Adopted 7/27/2012 unanimously)
Whereas the Mission Statement and the objectives of the Texas Gas Association are dynamic and continue to change as the natural gas industry changes,
And Whereas the Association has a dynamic Strategic Operating Plan,
The bylaws of the Association will be amended to allow the Mission Statement and the Objectives of the Association will henceforth be enumerated in the current Strategic Operating Plan of the Association.
Adopted this _27th ______ day of __July_______, 2012
Amendment 3 to the By-laws of the Texas Gas Association (Adopted 7/27/2012 unanimously)
A standing safety committee shall be added to Article XVIII – Committees
Adopted this _27th ______ day of __July_______, 2012