Bylaws
ARTICLE I. TITLE AND OBJECT
SECTION 1. The Association will be known as LGA. When the word "Association" is used in these By-Laws, it shall mean LGA, the Louisiana Gas Association.
SECTION 2. The objectives of the Association shall be:
(2) To accumulate data which will be useful in developing Engineering, Operating and Management programs and work practices which will contribute to improvement in the safe and reliable distribution, transportation, production and use of natural gas and to make such data available to members of the Association.
(3) To procure, review and provide comment on rules and regulations related to the use of natural gas as may be proposed by competent authority and to furnish Association members with suggestions, guidelines, methods or other data to assist them in compliance with such valid rules and regulations.
(4) To conduct affairs of the Association in such a manner as to foster cooperation between industry and government bodies through better understanding of their activities needs and challenges, and the problems each must solve, whether mutual or unique.
ARTICLE II. MANAGEMENT
SECTION 1. The management of the Association is defined as follows:
(2) Any distribution operator with more than 200,000 customers in Louisiana will be allowed two (2) directors each on a permanent basis. Any distribution operator with less than 200,000 customers but more than 25,000 customers in Louisiana will be allowed one (1) director each on a permanent basis. Transmission operators will be allowed a total of five (5) directors, excluding at-large directors. Associate membership will be allowed a total of six (6) directors excluding at large directors. The balance of the directors will be chosen from the distribution operators with less than 25,000 customers in Louisiana to make the total of twenty-five (25) directors. In addition, a maximum of two (2) at large directors from any membership category, except for distribution operators with more than 200,000 customers, will be allowed to maintain the total of twenty-five (25) directors, provided the maximum number of directors for each individual member company is not exceeded. If a director’s seat becomes available, it shall first be filled by an existing At-Large director of the same membership category if available. Other than distribution operators with more than 200,000 customers, no company shall have more than one representative on the Board.
(3) The Board of Directors will have the power to increase or decrease the size of the Board with the approval of a majority of the Board of Directors. Request to increase or decrease board size must be placed on the board’s meeting agenda for discussion one board meeting prior to a vote by Board.
(4) The outgoing immediate past President shall maintain his seat on the Board as the Chairman of the Advisory Committee and as one of the twenty-five (25) Board Members until the next officer’s election. (Amended 10/18/02)
(5) The officers of the Association shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer. The President, First Vice-President, and Second Vice-President may not be associate members. All officers shall have the duties and powers normally assigned to and performed by Officers of a non-profit organization and such other duties as may be prescribed by the By-Laws. Elected Officers shall serve from the close of one Annual Meeting until the close of the Annual Meeting two (2) years hence; unless Board approves change. Directors shall be elected each year for a term of three years. In the event of the resignation of a Director or Officer or his inability to serve, his office shall be declared vacant and the Board of Directors shall elect a replacement from the same member category to serve until the next regular election.
(6) The fiscal year shall be January 1st through December 31st.
SECTION 2. Removal of Board Members:
Board members who fail to perform the expected duties of a Board Member may be removed from the Board because of:
(a) Negligence of Board duties and responsibilities;
(b) Failure to attend Board meetings regularly; reference Article XIII, Section 3.
(c) Illegal activity as a member of the Board; and
(d) Acting in any manner detrimental to Louisiana Gas Association
A Board member may be removed only by a majority of all currently serving Board members, and the motion to remove any Board member will state clearly the cause for removal.
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The Board of Directors may employ such assistance on a full or part-time basis as may be necessary for the proper conduct of the business of the Association and shall fix the compensation of such employees.
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ARTICLE IV. MEETINGS
SECTION 1. The annual meeting of the Association shall be set by the Board of Directors. Special meetings may be called by the President or by a majority of the Board of Directors. Special meetings may also be called by the voting members as provided in Section 3 of this Article.
SECTION 2. The time and place of Association meetings shall be fixed by the Board of Directors. The Board of Directors shall meet at least quarterly and also at each general meeting and at such other times and places as may be directed by the President.
SECTION 3. Should one-third or more of the Members and Associate Members desire a special meeting of the Association, and the Board of Directors refuses to call same, they shall have the authority to call the meeting by complying with Sections 6 and 7 of this Article.
SECTION 4. Special meetings called by the voting members must have a majority present to transact business, if such business cannot wait until the next scheduled board meeting. If the President or Vice-President are not present and if the Secretary is not present, the meeting shall elect a Chairman and Secretary and proceed to act on the business for which it was called. No business shall be transacted at such meetings except that for which the meeting was called. A special called meeting is allowed to have business transacted by conference call if necessary. The notice of the meeting shall include the conference call information.
SECTION 5. The special meeting shall adopt a resolution clearly stating the business transacted and the Chairman and Secretary shall attest the resolution. When a copy of the signed resolution has been presented to the President and the Board of Directors, it shall be recorded in the minutes of the Association and reported to the Association at its next meeting. Provided the By-Laws have been complied with, business transacted at a special meeting called by voting members shall have the same force and effect as business transacted at any other meeting of the Association.
SECTION 6. Notice of the time and place of regular and special meetings shall be given to the members in writing not less than ten (10) days before the time fixed for the meeting.
SECTION 7. A letter, postcard or electronic authentication authorized by the President or Secretary or by petition of one-third of the voting members and mailed to each address as shown on the Association's records, shall constitute proper notice of meeting. Notice of a special meeting called by the voting members shall state the purpose for which it is called.
SECTION 8. Meetings of the Association and of the Board of Directors shall be conducted in accordance with Robert's Rules of Order. The normal order of business for meeting shall be as follows:
A. Call to order.
B. Recognition of representatives present.
C. Determination by the presiding officer that a quorum is present.
D. Reading of Minutes.
E. Report of Secretary.
F. Report of Treasurer.
G. Report of Committees.
H. Pending of deferred business.
I. New Business.
J. Adjournment.
SECTION 9. The presiding officer may vary the order of business. Business carried over from any meeting may be acted on at the next regular or special meeting.
SECTION 10. Meetings of the Association and of the Board of Directors may not transact business unless attended by a quorum of the Board of Directors, except special meetings called by members. A majority of the voting membership shall constitute a quorum for the transaction of business at Association meetings except to amend, change the dues, or levy an assessment.
SECTION 11. The Secretary shall keep minutes of the meeting of the Association and of the Board of Directors. The minutes shall be available for inspection by members at all reasonable times.
SECTION 12. Meetings of the Board of Directors are only to be held in person. Conference calls are not allowed for regular meetings of the Board of Directors. A special meeting may be called as provided for in Article IV Section 4.
SECTION 13. Committee meeting shall be coordinated by the Committee Chairman. Chairman shall attempt to provide adequate notice of time and place to all committee members. Committee meetings can be held by conference call.
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ARTICLE V. MEMBERSHIP
The Association shall have four (4) classes of members: Member, Associate, Individual and Special. Members shall be admitted to each class by the majority vote of Board of Directors.
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ARTICLE VI. MEMBERSHIP DEFINED
SECTION 1. A Member is defined as a person, firm, company, corporation, municipality, or association that collectively represents a majority of the State’s Municipalities; actively engaged in the transmission, distribution or delivery of natural gas by means of a pipeline system within the State of Louisiana. Included are those entities engaged in the delivery of gas within apartment and housing projects, condominiums, mobile home parks, schools, hospitals, etc., served by a master meter. (Amended: 8/20/07)
SECTION 2. An Associate Member is defined as any person, firm, company or corporation actively engaged in gas production or marketing, manufacture or fabrication of gas appliances, supplies or equipment for the gas industry, the sale or distribution of same; or persons, firms, companies or corporations that furnish professional services or contract services to the gas industry.
SECTION 3. Individual members shall be employees, active or retired, of member gas companies or municipalities, or associate members.
SECTION 4. Special Membership is to be awarded by action of the Board of Directors on an individual basis. This category will include but not be limited to:
a) State and Federal regulatory agents who are involved with
pipeline operations, safety, training, rates, etc. within the State of Louisiana.
b) Persons who have made outstanding contributions to the association and the natural gas industry but are no longer actively engaged in the profession.
c) Representatives from affiliated associations who have reciprocal membership agreements.
ARTICLE VII. RIGHTS OF MEMBERSHIP
A Member, Associate Member, Individual Member or Special Member of Association in good standings have the right to attend any sponsored Association board meeting, committee meeting, workshop or conference upon payment of any, if required, registration fee. Additionally, members in good standing will receive notices, newsletters and other correspondence distributed by the Association and can participate in any active standing committee that allows participation by the general membership. (See ARTICLE XVII. COMMITTEES)
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ARTICLE VIII. TERMINATION OF MEMBERSHIP
A Member, Associate Member, Individual Member or Special Member may be terminated under the following causes:
(a) A Member, Associate Member, Individual Member or Special Member may terminate membership at any time by giving written notice to the Association's staff or President. Termination of membership will not relieve the member of any financial obligations incurred during the course of membership.
(b) A Member, Associate Member, Individual member or Special Member may be terminated for failure to pay Association dues or any outstanding financial obligations in a timely manner.
(c) A Member, Associate Member, Individual Member or Special Member may be terminated with or without cause upon the affirmative vote of the majority of the Directors of the Association.
SECTION 1. Each member company and associate member company shall name one (1) employee to be its representative and shall so inform the Association. That individual shall represent the voting member at all meetings and in all business affairs of the Association. A member company may change its representative at will by notice to the Association.
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ARTICLE X. VOTING
SECTION 1. Members and Associate Members shall each have one (1) vote exercised through a named representative.
SECTION 2. Members and Associate Members can designate a proxy in their absence to exercise their vote. Notice shall be given to the Association President or designee prior to the board meeting in written or electronic notice naming the proxy.
SECTION 3. Individual and special members do not vote by virtue of membership.
SECTION 4. All Association announcements shall be directed to the representatives.
SECTION 5. DUALITY OF INTEREST: Any board member, officer, employee, or committee member having an interest in a contract or transaction or determination presented to the Board of Directors or a committee of the Corporation for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such contact or transaction. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions or deliberations with respect to such contact, transaction or determination. Such person may not be counted in determining the existence of a quorum at any meeting where the contract, transaction, or determination is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable the abstention from voting and participation, and whether a quorum was present.
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ARTICLE XI. NON-LIABILITY
No member of the Association shall ever be held liable for any contracts, debts or faults of the Association in any sum greater than the unpaid balance of his dues, nor may any informality in the organization and/or operation of the Association render these By-Laws void or expose any member to liability greater than the unpaid balance of his dues.
If legal action were brought upon an officer or board member as a result of carrying out his/her duties and responsibilities a director or officer of Louisiana Gas Association, the director or officer shall be defended by Louisiana Gas Association and shall be provided Council at Louisiana Gas Association’s expenses. Refer to Articles XIV & XV for list of duties and responsibilities.
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SECTION 1. Dues for various member categories shall be in accordance with the following:
(1) Members engaged in transmission of gas annual dues are billed as follows:
|
Member Category |
Annual Dues |
|
All Transmission Members |
$937.50* |
(2) Members engaged in the distribution or delivery of Gas shall pay annual dues based on the number of meters in the State of Louisiana billed during the month of December immediately prior to the Association's fiscal year. Dues are billed as follows:
|
Number of Meters |
Annual Dues |
|
3,750 or less |
$125.00* |
|
3,751 to 5,000 |
$250.00* |
|
5,001 to 10,000 |
$375.00* |
|
10,001 to 25,000 |
$562.50* |
|
25,001 to 200,000 |
$957.50* |
|
Over 200,001 |
$1,875* |
(3) Members engaged in the delivery of gas within apartments or housing projects, condominiums, mobile home parks, schools, hospitals, etc. served by a master meter and municipal associations will be billed as follows: (Amended 8/20/07)
|
Category |
Annual Dues |
|
Civil Parish School Boards |
$125.00/yr* for each Board |
|
Universities |
$125.00/yr* for each School |
|
Vo-Tech Schools |
$125.00/yr* for each School |
|
Individual Parochial or Private School |
$125.00/yr* for each School |
|
Church or Church Complexes |
$125.00/yr* for each Church |
|
Housing Authorities |
$125.00/yr* for each Location |
|
Health Care Facilities |
$125.00/yr* for each Facility |
|
Trailer Parks |
$125.00/yr* |
|
Municipal Associations |
$187.50/yr* per association |
(4) Miscellaneous members that do not fall into any of the above categories will be handled on an individual basis, with the amount of annual dues established by the Board of Directors as required.
SECTION 2. Associate Members shall pay dues of $250.00* annually.
SECTION 3. Individual Members shall pay dues of $25.00 annually.
SECTION 4. Special Members pay no dues.
SECTION 5. Dues shall be due and payable on the first day of the Association's fiscal year, which is January 1, and must be paid by April 1st of the same year. Anyone not paying dues by April 1st is subject to be dropped from membership and removed from all mailing lists.
SECTION 6. The first year's dues of new Members joining the Association at the time other than the first of the year shall be prorated according to the following schedule:
|
Members Joining During |
Proration Schedule |
|
JAN, FEB OR |
Full annual dues payable |
|
|
3/4 annual dues payable |
|
JUL, AUG OR SEP |
1/2 annual dues payable |
|
OCT, NOV OR DEC |
1/4 annual dues payable |
SECTION 7. Any increase or decrease of dues shall require approval of the Board of Directors and a three-fourths majority vote of all Members and Associate Members in attendance.
SECTION 8. Members having outstanding dues over 6 months will be considered ‘Not in Good Standing’ with the association.
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SECTION 1. Directors are expected to attend all regular and special meetings.
SECTION 2. If a director is unable to attend a meeting, his member company may name as a proxy another employee, or the Board member or Officer can name in writing another Board member or Officer as a proxy. The designated proxy shall have the same vote as the Representative. (Amended 10/13/00)
SECTION 3. Directors shall attend all meetings of the Board of Directors. If a Director fails to attend fifty percent (50%) of the Board meetings in any one-year without being excused, they may be considered “Not in Good Standing’ and may be dismissed by the Board as a Director and his post may be filled by the Board in accord with Article II, Section 1.
SECTION 4. Directors may participate in no more than two Board Meetings per year by means of conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear or otherwise communicate with each other. Participation in a meeting pursuant to the provisions of this subsection shall constitute presence in person at the meeting. If at any time during the meeting the board votes to go into Executive Session, only those members that are present in person shall be allowed to attend. Phone communication or other means will be terminated until Executive Session has been concluded. (Amended 2/15/2017)
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ARTICLE XIV. OFFICERS DUTIES AND RESPONSIBILITIES
SECTION 1. The President shall preside at all meetings of the Association and of the Board and shall exercise general supervision and control over all affairs of the Association.
SECTION 2. It shall be the duty of the President, with approval of the Board, to appoint all standing and special committees and to appoint a chairman for each committee.
SECTION 3. The incoming President, at the next meeting of the Board of Directors following the Annual Meeting, shall submit a budget and the complete roster of committee for the approval of the Board.
SECTION 4. First Vice-President: In the absence of the President or in case of the President's inability to act, the First Vice-President shall perform all the duties of the President. He shall assist the President in all corporate matters as requested.
SECTION 5. Second Vice-President: In the absence of the President and the First Vice-President, or in the case of their inability to act, the Second Vice-President shall perform all the duties of the President. He shall assist the President in corporate matters as requested.
SECTION 6. Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors. He shall have oversight of the records of the Association.
SECTION 7. Treasurer: The Treasurer shall keep financial records and render a report of the financial status of the Association at the close of the fiscal year, make reports to the Board of Directors as requested, and keep records and disburse funds as outlined in these By-Laws.
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ARTICLE XV. BOARD OF DIRECTORS DUTIES AND RESPONSIBILITIES
(To be determined)
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ARTICLES XVI. AUDITS
SECTION 1. The Audit Committee shall complete its audit before each annual meeting.
SECTION 2. Any single person handling the Association's funds in amounts larger than $50,000, or a lesser amount as may be determined by the Board of Directors, shall be bonded at the expense of the Association.
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SECTION 1. The President shall appoint a nominating committee. The committee shall select nominees as candidates for the Board of Directors to replace those Directors whose terms of office are expiring. Nominees for each new Director must be from the same membership category as the outgoing Director they are replacing. In addition, five (5) nominees for the office of President, First Vice-President, Second Vice-President, Secretary and Treasurer shall be selected on alternate years as their terms of office expire. In an effort to maintain continuity and informed leaders of the Association, the Vice-Presidents are expected to move up the ladder to the Presidency. If the President's board seat is expiring during their term, it will be automatically renewed for the remainder of the time to fulfill that term of office. If the Vice-President's board seat is expiring during their term, it will be automatically renewed for the remainder of the time to fulfill that term of office as well as the time for the upcoming President term of office.
SECTION 2. Nomination Process: Not less than 60 days before Annual Meeting, LGA shall notify active members regarding annual meeting and election. Notice shall include a form to submit for those interested in serving on the board. Form to include section for candidate qualifications or for resume to be attached. Candidates must submit form to Staff not less than 30 days before the Annual Meeting.
Section 3. Nominating Committee: Not less than 45 days before Annual Meeting, President shall appoint a nominating committee of five members to include two (2) distribution, two (2) transmission and one (1) associate board member all which must be in ‘Good Standing’ with the association. Members of the Nominating Committee shall not be up for re-election.
Section 4. Qualify Candidates: Not less than 25 days before Annual Meeting, the Nominating Committee shall convene to review candidate forms and resumes to determine qualifications. Minimum qualifications for board nominees shall include: 1) must be an active LGA member in Good Standing for 1 year; 2) must have participated on a LGA Committee within the past 1 year.
Section 5. Election Ballots: Not less than 15 days before Annual Meeting, the Nominating Committee shall submit a list of qualified candidates to the LGA Staff to prepare draft ballots. All qualified candidates will be placed on the ballot.
Section 6. Approved Ballots: Not less than 5 days before the Annual Meeting, the LGA Staff shall submit a draft of election ballots, to include all qualified candidates, to the Nominating Committee for approval.
Section 7. Election Process: The LGA Staff shall provide a roster listing members in Good Standing, sorted by member company that is eligible to vote. Staff will give out ballots during registration process at the Annual Meeting using the list to verify eligible voting members.
Section 8. Eligible Voters: Conference attendees must be listed on roster in good standing to receive a ballot. Only one ballot will be given out to each member company present, exception to member companies with multiple board seats. Attendees will mark on the ballot their selection for candidates in each member classification (Distribution, Transmission, Associate, Special) following the instructions listed on the ballot.
Section 9. Voting: Annual Meeting agenda shall list election of board members as first and last items on meeting agenda. President shall recognize Nominating Committee chair at the beginning of the meeting to provide instructions and time for completing election ballots and return to staff. President shall continue with Annual Meeting while staff tabulates election ballots and returns list of elected board members to the Nominating Committee Chairperson.
Section 10. Announcing Election Results: The Nominating Committee Chairperson shall announce the results of the election prior to the close of the Annual Meeting. The LGA Staff shall maintain all election records including candidate qualification forms, roster of Annual Meeting attendees, ballots and election results. Records shall be maintained until the following election cycle.
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ARTICLE XVIII. COMMITTEES
SECTION 1. The Association shall have as a minimum the following standing committees, whose chairperson shall be appointed by the President and approved by the Board of Directors. Each committee chairperson shall submit annually to the board a list of committee members with the committees’ goals and objectives. Additionally, the committee chairperson shall provide the board updates on committee activity during quarterly board meetings. A member representative in ‘Good Standing’ with an interest to participate on any standing committee can submit a request to the President or the committee chairperson for consideration to participate on the committee.
Associate Members
Budget and Finance
By-Laws
Communications
Convention
Damage Prevention
Distribution (Amended 2/15/2017)
Education and Training
Legislative
Membership
Marketing
Nominating
Safety
Scholarship
Transmission
Additional standing committees shall be established by the Board of Directors as required.
SECTION 2. The President may appoint special Ad Hoc Committees to investigate and report to the Board of Directors on specific matters. The duties of the Ad Hoc Committee shall terminate with its final report to the Board.
SECTION 3. A special advisory committee consisting of past presidents of the Association still involved in the gas industry shall be established and continued with the immediate past President as the Chairman. This advisory committee shall study the needs and long-range plans of the Association. The Chairman shall report the Committee's ideas and recommendations to the Board of Directors.
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ARTICLE XIX. BOARD MEMBERS CODE OF CONDUCT
To remain in ‘Good Standing’ with the association, board members:
- Must not act in a manner detrimental to Louisiana Gas Association.
- Are prohibited from engaging in a financial agreement with Louisiana Gas Association without prior approval of the board.
- Refrain the use of Louisiana Gas Association to promote their business without prior approval of the board.
- Meet attendance requirements as stated in Article XIII, Section 3.
- Meet dues requirements as stated in Article XII, Section 8.
These By-Laws may be amended or repealed by majority of the voting Directors or Membership present at any regular or special meeting, provided, however, that notice of any proposed amendment shall be provided by written or electronic notification to each member at least ten (10) days prior to the meeting at which action is to be taken.
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AMENDED: September 18, 2014 & February 25, 2017