Constitution and Bye-Laws
ARTICLE 1- NAME
The name of the Organisation shall be THE LONDON PETROPHYSICAL SOCIETY.
ARTICLE 2 – PURPOSE
- The purpose of this Organisation is to promote for the public benefit education and knowledge in the scientific and technical aspects of formation evaluation.
In furtherance of the above purpose but not further or otherwise the Organisation shall have the following powers, subject to such consents as may be required by law:
(a) to promote and carry out or to assist and join in promoting and carrying out research, surveys and investigations and to publish the results thereof;
(b) to arrange and provide for or to assist and join in arranging and providing for the holding of exhibitions, meetings, lectures, seminars, and training courses;
(c) to collect and disseminate information on all matters affecting the above purpose and exchange such information with other bodies having similar purposes, whether in this country or overseas;
(d) to undertake, execute, manage or assist in any charitable trusts which may lawfully be undertaken, executed, managed or assisted by the Organisation;
(e) to procure to be written and print, publish, issue and circulate gratuitously or otherwise such papers, books, periodicals, pamphlets or other documents or films on or in whatever appropriate media or format as shall further the above purpose;
(f) to purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said purpose, and to construct, maintain and alter any buildings and erections necessary for the work of the Organisation;
(g) to sell, mortgage, dispose of or turn to account all or any of the property or assets of the Organisation;
(h) to raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise provided that the Organisation shall not undertake any permanent trading activities in raising funds for its charitable purpose;
(i) to invest the monies of the Organisation not immediately required for its purposes in or upon such investments, securities and property as may be thought fit, subject nevertheless to such conditions (if any as may for the time being be imposed or required by law;
(j) to do all such other lawful things as shall further the above purpose.
ARTICLE 3 – STRUCTURE
- The Organisation shall be an Affiliated Chapter of the Society of Petrophysicists and Well Log Analysts (SPWLA). The Organisation will abide by the rules and bye-laws and the Affiliate Charter of that Society only insofar as they do not conflict with the laws of England and Wales, or cause the Organisation to cease to be a charity in law.
- The Organisation shall be governed and administered by an Executive Committee comprising a President, six Vice-Presidents, Secretary, Treasurer and Past President. This Committee shall conduct whatever business of the Organisation the President deems necessary. A majority affirmative vote of the Executive Committee shall be required for Committee action. A quorum shall consist of four members of the Committee.
- Temporary Committees, with the exception of the Nominating Committee, may be appointed by the President to advise the Executive Committee on Organisation business. The tenure of any Temporary Committee will be at the discretion of the President but all Temporary Committees will automatically be dissolved at the next Annual General Meeting of the Organisation.
- No member of the Executive Committee or of any Temporary Committee shall receive any remuneration or other benefit in money or monies worth from the Organisation apart from reasonable legitimate out-of-pocket expenses incurred in the furtherance of the charitable purpose stated in Article 2 (item 1).
- Only Charter members (as defined in Article 6, item 2) of the Organisation can hold office on the Executive Committee of the Organisation.
- The financial year of the Organisation shall run from 1st January to 31st December.
ARTICLE 4 – DURATION
- The intended duration of the Organisation is perpetual.
- The Organisation may be dissolved by a Resolution passed by a two-thirds’ majority vote of all Charter members in good standing present at a Special General Meeting convened for the purpose of which twenty-one days’ notice shall have been given to the Charter members provided that fewer than twenty-five Charter members vote for the retention of the Organisation. Such resolution may give instructions for the disposal of any assets held by or in the name of the Organisation, provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among the members of the Organisation but shall be given to, or be transferred to such other charitable institution or institutions having purposes similar to some or all of the purposes of the Organisation as the Organisation may determine and if and in so far as effect cannot be given to this position then to some other charitable purpose.
ARTICLE 5 – ADDRESS
The address of the Organisation at any time shall be the postal address of the Organisation.
ARTICLE 6 – MEMBERSHIP
- Membership of the Organisation shall be open to all persons having an expressed interest in formation evaluation.
- While the Organisation retains a charter from the Society of Petrophysicists and Well Log Analysts (SPWLA), the following two-fold membership classification shall apply. Members of the Organisation who are also Professional members of the parent body of SPWLA shall be known as Charter Members of the Organisation. Members of the Organisation who are affiliate or Student members of the parent body of SPWLA shall be known as Affiliate Members of the Organisation.
- Charter Members may vote and hold all offices, and hold committee membership on all committees of the Organisation.
- Affiliate Members may participate in all educational, technical and social events, but may not hold office on the Executive Committee of the Organisation, nor vote on any business or constitutional matters.
- Membership may be terminated by a member at any time by giving notice of resignation to the Secretary of the Organisation.
- All members shall maintain the highest standards of business ethics, personal integrity and professional conduct. Failure to do so may lead to the termination of their membership.
ARTICLE 7 – MEMBERSHIP DUES
- There shall be no initiation fee for membership of the Organisation.
- All members of the Organisation shall pay annual dues. The membership year shall be the calendar year. Dues shall be paid by 1st January or upon election to membership.
- Members who have not registered by 1st April will be removed from the register of members and will forfeit all membership privileges thereafter.
- The amount of membership dues shall be determined by the Executive Committee for adoption by a majority of votes returned by the membership. This vote will normally be taken as required at the Annual General Meeting of the Organisation but in exceptional circumstances a postal ballot, an electronic ballot, or other suitable means of the membership may be made.
ARTICLE 8 – OFFICERS AND DUTIES
- The officers of the Organisation shall be:
Vice President Technology
Vice President Publications
Vice President Arrangements
Vice President Data Protection and Membership
Vice President External Liaison
Vice President Sponsorship
The first Vice President shall be the Vice President Technology.
The Executive Committee comprises the nine officers and the Past President.
- The President shall preside at business meetings of the Executive Committee and of the Organisation as a whole, be responsible for the formation of bye-laws and policy, appoint and coordinate committees, liaise with other organisations, prepare an annual report, and serve as an ex-officio member of all Temporary Committees of the Organisation. They shall generally perform duties which pertain to the direction of the Organisation and shall raise sponsorship for events and functions of the Organisation.
- The Vice President Technology shall be responsible for the technical programme of the Organisation, preside at technical meetings, and assume the duties of the President in their absence. The Vice President Technology shall also be responsible for the establishment of organisational committees to arrange ad hoc multi-speaker seminars to cover topics that the Executive Committee considers appropriate.
- The Vice President Data Protection and Membership shall be responsible for the membership register of the Organisation and maintaining compliance with Data Protection legislation. They shall receive applications and welcome new members, shall monitor delinquent members and changes of address of the membership, and shall assume the duties of the President in the absence of the President and the Vice President Technology.
- The Vice President Publications shall be responsible for the editorial content of the principal newsletter of the Organisation, and shall be responsible for the reproduction and distribution of the said newsletter. They shall also be responsible for the establishment of organisational committees to manage the creation and editorial content of ad hoc publications, and for the marketing and sale of the publications of the Organisation, and for maintaining the Organisation’s website and social media.
- The Vice President Arrangements shall be responsible for all meetings of the Organisation, including seating arrangements and refreshments, projection and display facilities.
- The Vice President External Liaison shall be responsible for promoting the image of the Organisation, shall be the contact for applications for student grants and bursaries, shall record events of significance for inclusion in the newsletter, shall arrange collaborative ventures with other Societies and Academics Institutions, and shall prepare editorial entries for the journals of other Societies.
- The Vice President Sponsorship shall be responsible for soliciting and encouraging sponsorship of the Organisation by commercial and other companies and organisations which hold an interest in furthering the purpose of the Organisation.
- The Treasurer shall be responsible for financial transactions authorised by the Executive Committee, shall maintain the accounts of the Organisation, prepare statements of the financial status of the Organisation as required, and liaise with taxation authorities. All payments require the additional approval of the President.
- The Secretary shall be responsible for all general enquiries and correspondence addressed to the Organisation, shall serve meetings of the Executive Committee by providing an agenda and minutes, whip, and research on specified topics, and shall disseminate information about the Organisation to the membership through a regular input to the newsletter.
- The Past President, an ex-officio member of the Executive Committee, shall be responsible for soliciting nominations for the Executive Committee, for arranging ballots where necessary, for proposing awards, and for practical aspects of changes in bye-laws and policy.
ARTICLE 9 – TERM OF OFFICE
The term of office for all officers shall be two years, beginning immediately after an Annual General Meeting of the Organisation and ending at the Annual General Meeting two years thereafter.
ARTICLE 10 – ELECTION AND APPOINTMENT OF OFFICERS
- Two months before the Annual General Meeting the Past President shall solicit nominations from the Charter membership at large for vacant positions on the Executive Committee in the next organisational year.
- A nomination shall be valid only if it is proposed and seconded by Charter members of the Organisation and if the nominee them self is a Charter member of the Organisation and assents to the nomination.
- The Past President is responsible for verifying the qualifications of nominees, proposers and seconders.
- In the event that the number of nominations received is in excess of the number of vacant offices, the Past President shall convene a Nominating Committee comprising them self and two Charter members other than the current officers, nominees, proposers and seconders. The Nominating Committee shall be disbanded at the next Annual General Meeting of the Organisation.
- The Nominating Committee shall prepare a ballot sheet for distribution to the Charter membership three weeks prior to the Annual General Meeting. No more than two candidates shall be nominated for any given office.
- Each member of the Organisation will be allowed one vote for each contested office.
- Elections shall be by secret ballot, which may be an electronic ballot
- Ballot forms will be received and counted by the Nominating Committee prior to the Annual General Meeting.
- The candidate receiving a majority of votes for each contested office shall be declared elected. In the event of a tie, the Nominating Committee will have the deciding vote.
- The results will be announced at the Annual General Meeting of the Organisation.
- In the event that any office other than that of President becomes vacant in mid-term the Executive Committee may co-opt a Charter member of the Organisation to fill that office until the next Annual General Meeting.
- If the office of President becomes vacant in mid-term, the first Vice President shall assume the role of President until the next Annual General Meeting: the office of first Vice-President shall be filled by a member of the Executive Committee appointed upon a majority affirmative vote by the Executive Committee: the vacant office so created shall be filled as per Article 11.
ARTICLE 11- MEETINGS
- The President may call meetings of the Executive Committee as needed to conduct the business of the Organisation.
- The time and place of business and technical meetings of the Organisation shall be determined by the Executive Committee.
- The Organisation shall hold an Annual General Meeting within the year. The President shall chair this meeting. In the absence of the President the First Vice-President shall chair this meeting. The quorum for such a meeting will be ten Charter members of good standing or one tenth of the Charter membership provided they be Charter members of good standing whichever is the greater. Charter members who are not able to attend the AGM may appoint the President to vote on their behalf by proxy, where the proxy vote(s) reflect the expressed wishes of those Charter members. The purposes of this meeting inter alia are;
(1) to approve the minutes of the previous Annual General Meeting;
(2) to receive and vote upon the accounts of the previous year;
(3) to appoint auditors for the coming year;
(4) to conduct any other business and consider such matters as may be of concern to the membership.
- Special business meetings of the Organisation may be called by the Executive Committee whenever business requiring the immediate consideration of the membership arises well in advance of the Annual General Meeting.
- Special business meetings of the Organisation may be called by the membership at any time provided such a petition is supported by not less than twenty-five Charter members of good standing as signatories.
- Technical meetings shall be held at a frequency not less than six per year.
ARTICLE 12 – SECURITY OF INFORMATION AND DATA PROTECTION
This Organisation will be compliant with current data protection legislation at all times. The Organisation may collect data (such as contact details) only for specific purposes of the Organisation, including keeping proper records, running activities, and keeping members up to date with news and events. The Organisation will not share or disclose any personal data with any third party without the expressed permission for the data owner. The Organisation may be required to share personal information with statutory or regulatory authorities and organisations to comply with statutory obligations. In the event that the Organisation does share personal information with external third parties, it will only share such personal information strictly required for the specific purposes.
Personal information supplied by members to the Organisation shall be principally stored in an encrypted manner on the electronic filing system of the VP Data Protection and Membership. Where this information is required to be shared within the LPS to provide the core services and communications described above it will remain encrypted and follow the Organisation’s Data and Email Security Procedures.
The Organisation shall only keep members’ personal information for as long as necessary to provide them with membership services. If a member does not renew their annual membership they will continue to receive email communication until the end of April the subsequent membership year. After the 1st May their personal information shall be removed from the records. The Organisation may retain pseudonymised membership data of previous members to allow it to better fulfil its charitable aims.
None of the technical information arising from the meetings and discussions of the Organisation can be considered confidential. It is the responsibility of each member to contribute or withhold information according to the authorisation delegated to them by their company or associates.
ARTICLE 13 – AMENDMENTS
- Amendments to these articles may be proposed by a committee appointed by the President or by petition in writing to the Secretary by any five Charter members of the Organisation.
- The President shall place such proposals before a properly constituted meeting for discussion. These proposals shall be discussed and a motion tabled that they be put to a vote of the entire Charter membership. This motion requires a majority vote for its adoption.
- Following the agreement of the meeting, an electronic ballot of the Charter membership shall be taken on the points proposed for amendment. A two-thirds majority of the votes cast is required for the proposals to be incorporated in the Constitution of the Organisation.
- No amendments shall be made which would cause the Organisation to cease to be a charity in law. Any amendments made to Article 2, Article 4 (Item 2) or this Article shall not take effect until the written permission of the Charity Commissioners or other body having Charitable jurisdiction has been obtained.