RULES of THE PETROLEUM EXPLORATION & PRODUCTION ASSOCIATION OF NEW ZEALAND (INCORPORATED)
TABLE OF CONTENTS 1. Name ...................................................................................................................... 3 2. Interpretation ........................................................................................................... 3 3. Objects.................................................................................................................... 3 4. Membership ............................................................................................................ 4 5. Full Members........................................................................................................... 5 6. Associate Members ................................................................................................ 6 7. Annual Subscription ................................................................................................ 6 10. Cessation of Membership ....................................................................................... 6 14. Executive Committee ............................................................................................. 7 19. Powers of Executive Committee ............................................................................ 7 22. Proceedings of the Executive Committee ............................................................ 11 34. General Meetings .................................................................................................. 12 46. Votes of Members ................................................................................................. 14 48. Proxies .................................................................................................................. 14 51. Accounts ............................................................................................................... 14 55. Audit ...................................................................................................................... 15 56. Notices .................................................................................................................. 15 58. Common Seal ....................................................................................................... 16 59. Cheques, Bills etc ................................................................................................. 16 60. Executive Officer .................................................................................................. 16 61. Disposing of the Property of the Association in the Event of Winding Up ............ 17 62. Registered Office .................................................................................................. 17 63. By-laws ................................................................................................................. 17 64. Alteration of Rules ................................................................................................. 17 65. Matters Not Provided For ...................................................................................... 17
RULES of THE PETROLEUM EXPLORATION & PRODUCTION ASSOCIATION OF NEW ZEALAND (INCORPORATED) NAME 1. The name of the Association shall be THE PETROLEUM EXPLORATION AND PRODUCTION ASSOCIATION OF NEW ZEALAND (INCORPORATED) and it is hereinafter referred to as "the Association". INTERPRETATION 2. In these rules: "Executive Officer" means that administrative officer responsible for the day-to-day affairs of the Association as set out in Rule 60 below, and will not by reason of holding such office be a member of the Association's Executive Committee. "Member" means a member of the Association, whether a Full Member or an Associate Member. "Person" includes an individual, firm, company, corporation, association, or any body of persons, whether corporate or unincorporate. "Petroleum industry" means the industry engaged in the exploration for and production of petroleum in New Zealand, and other industries associated or allied therewith. "Rules" refers to these rules of the Petroleum Exploration Association of New Zealand (Incorporated) and rule has a corresponding meaning. OBJECTS 3. The objects for which the Association is established are: (a) to maintain, develop, preserve, protect, promote, and publicise the petroleum industry in New Zealand; (b) to promote the interests of persons from time to time engaged in the petroleum industry; (c) to assist in the further development of the petroleum industry; (d) to make representation to and co-operate with governments and public authorities and other persons or bodies on matters concerning the petroleum industry; (e) to encourage education in all aspects of the petroleum industry and to grant bursaries and scholarships considered to be appropriate by the Executive Committee; (f) to prepare, acquire and disseminate information relating to the development of the petroleum industry; (g) to promote and aid scientific and industrial research investigation and invention in relation to the petroleum industry; (h) to raise money with a view to providing funds for all or any of the purposes of the Association; (i) to enter into agreements with any other person for the purpose of carrying into effect all or any of the objects of the Association; (j) to assist in bringing together those associated with the petroleum industry and to promote friendly relations and the discussion of matters of mutual interest; (k) For the purpose of effecting the objects as aforesaid: (i) to acquire any interest in any real or personal property and to deal with such interests in such a way and in such a manner as the Executive Committee considers necessary or desirable (ii) to invest any moneys of the Association not immediately required for any of its objects in such manner as may from time to time be determined (iii) to borrow or raise money in such manner as the Association may think fit for its objects and in particular by mortgage or other securities of the Association with power if thought fit to charge such mortgages or other securities upon all or any of the property of the Association present or future (iv) to do all such other things as may appear to be incidental or conducive to the attainment of the above objects. MEMBERSHIP 4. (a) Membership of the Association is divided into two membership categories, as follows: (i) Full membership; and (ii) Associate membership. (b) Each Member shall belong to one membership category only at any given time. (c) The Executive Officer shall place any application for admission to membership before the Executive Committee at the next meeting of the Executive Committee after receipt of the same. (d) A person shall only be admitted to membership on the decision of the Executive Committee in favour of the applicant for membership and the decision of the Executive Committee shall be final and binding. (e) The Executive Committee shall have an absolute discretion to determine, and shall not be bound to give any reason for determining, the membership category and the relevant division for which any Member or applicant for membership of the Association qualifies, and in making any such decision, the Committee may take into account the ability to pay subscription rates of the Member or applicant. (f) Every Member of the Executive Committee shall receive not less than fourteen (14) days notice of the meeting at which an application is to be placed before the Executive Committee for admission to membership. (g) Applications for membership shall be in writing and accompanied by such information as is reasonably necessary to satisfy the Executive Committee of the applicant's eligibility and suitability for membership. (h) Any Member may apply for a change to its membership category for the next financial year by giving written notice to the Executive Committee at least one calendar month before the end of the current financial year, specifying the membership category to which that Member wishes to belong during the next financial year. The Executive Committee may give effect to such application, or decline to do so, in accordance with the discretions conferred on it pursuant to the above Rules 4(d) and 4(e). (i) Membership of the Association in no way impairs limits restricts or detracts from the rights or freedom of any Member to pursue on its own account any of the objectives described herein in whatever way that person in its own discretion may decide. (j) Without limiting the rights of a Member to be represented at meetings by more than one individual, a Member may nominate a person to act as its representative for the purpose of voting who shall subject always to the provisions hereof have the right on behalf of the Member (and to the extent only to which the Member would, if an individual, be entitled to do so) to attend meetings of the Association and to vote thereat and generally exercise all rights of membership on behalf of the Association. (k) The Executive Committee may from time to time impose conditions of membership on any category or division of members and may grant special privileges to any Member or any category or division of Members. FULL MEMBERS 5. Full membership of the Association comprises three divisions namely Division one, Division two, and New entrant as follows: (a) Division One: Division One shall generally consist of persons who hold, or are joint venturers in a mining licence or mining permit issued under the Petroleum Act 1937 or the Crown Minerals Act 1991 for the purposes of mining petroleum in New Zealand. (b) Division Two: Division Two shall generally consist of persons who hold, or are joint venturers in, any other permit issued under the Crown Minerals Act 1991 for the purposes of prospecting or exploration for petroleum in New Zealand. (c) New Entrants: A person shall be eligible for membership of the New Entrant division if they hold any interests in exploration or production acreage in New Zealand, but only in circumstances where (i) none of the interests held by that person, or any interests previously held by that person, were held in the period 3 or more years before the date on which the person initially applies for membership, and (ii) that person has not commenced production in respect of that acreage. (d) New Entrants will be deemed to have submitted an application to change membership status pursuant to clause 4(h) of the Rules as from the first date of the following financial year, upon expiry of the period of 3 years from the date on which the New Entrant first became eligible for membership of the New Entrant division, and, subject to the Executive Committee's powers of discretion in Rule 4(d), may be admitted to an alternate Full membership category. For the purposes of Rules 5(c) and (d): (i) a person will be deemed to hold "an interest in exploration or production acreage" if that person, a subsidiary of that person, or a joint venture to which that person is a party, has been issued (a) a mining licence or mining permit under the Petroleum Act 1937 or the Crown Minerals Act 1991 for the purposes of mining petroleum in New Zealand, or (b) any other permit under the Crown Minerals Act 1991 for the purposes of prospecting or exploration for petroleum in New Zealand; and (ii) a person will be deemed to have commenced production on meeting such per annum petroleum production output as determined by the Executive Committee, for the purposes of Rule 5(c), from time to time." ASSOCIATE MEMBERS 6. (a) Associate membership of the Association shall comprise two divisions namely, Division One and Division Two as follows: Division 1: Division One shall generally consist of persons who, in the opinion of the Executive Committee have or have had a substantial interest in or connection with service industries related to the petroleum exploration and production industry. Division 2: Division Two shall generally consist of any individual person or company of such a size that, at the discretion of the Executive Committee it qualifies for associate membership at a reduced subscription fee. (b) An Associate member shall have the rights, powers and obligations of Full Members including election to the Executive Committee (pursuant to Rule 17(b) below), and shall be entitled to be present and to speak at any meeting of the Association. ANNUAL SUBSCRIPTION 7. The Members shall pay such annual subscription as the Executive Committee shall from time to time determine for each category of membership of the Association, and the same shall be fixed and paid as provided in Rules 8 and 9 and in the other provisions of these Rules applicable thereto. 8. The financial year of the Association shall end on the 31st day of December in each year and all subscriptions shall become due and payable on the 1st day of January in each year. 9. All subscriptions shall be payable in advance. CESSATION OF MEMBERSHIP 10. As a consequence of any change in circumstances, a Member which, in the opinion of the Executive Committee no longer meets the criteria of a membership category as set out in Rules 5 and 6 above will with effect from the start of the next financial year become a Member of that membership category considered appropriate to the new circumstances by the Executive Committee. 11. Any Member may withdraw from the Association by giving three (3) months notice in writing to the Executive Officer and upon the expiration of such notice that member shall cease to be a Member. A Member so withdrawing shall be liable for payment of the subscription in respect of the financial year in which such notice expires. 12. Any Member shall cease to be a member upon the happening of any of the following events: (a) that Member is declared insolvent or bankrupt ; or (b) that Member goes into liquidation either voluntarily or compulsorily, or if a receiver shall be appointed or if that Member makes a composition with its creditors; or (c) if a Member ceases to retain its qualification for membership as set out in Rules 5 and 6 and the Executive Committee resolves that such Member shall cease to be a Member; or (d) if in the opinion of the Executive Committee such Member has been engaged in activities detrimental to the objects of the Association or likely to bring the Association into disrepute or has been guilty of a breach of these Rules and the Executive Committee resolves that such Member shall cease to be a Member. 13. The Executive Committee shall have the power at any time to require a member to furnish to it a statement setting forth such information as the Executive Committee may reasonably require to enable it to decide whether or not such member has lost its qualification for membership. EXECUTIVE COMMITTEE 14. The Executive Committee of the Association shall consist of not fewer than five (5) and not more than nine (9) persons who shall be elected in accordance with Rule 17 hereof , and shall include the Chairman and the Deputy-Chairman appointed pursuant to Rule 26 hereof. 15. Each member of the Executive Committee may from time to time appoint in writing any person to act as an alternate member in his or her place whether for a stated period or periods or until the happening of a specified event or from time to time whenever by business illness or otherwise he or she shall be unable to attend to his or her duties as such member. The following provisions shall apply to any alternate member: (a) He or she may be removed or suspended from office by written notice, letter telegram or facsimile to the Association from the member by whom he or she was appointed; (b) He or she shall be entitled to receive notice of meetings of the Executive Committee and to attend and vote thereat if the member by whom he or she was appointed is not present; (c) He or she shall be entitled to exercise all the powers (except the power to appoint an alternate member) and perform all the duties of a member of the Executive Committee insofar as that member by whom he or she was appointed has not exercised or performed them. 16. The members of the Executive Committee shall not be entitled to any remuneration for their services as such. 17. The members of the Executive Committee shall be appointed in accordance with the following procedure: (a) A minimum of three (3) and a maximum of seven (7) Members of the Executive Committee shall be appointed by the Full Members of the Association. The method of appointment (and removal, where appropriate) is as follows: (i) If there are seven or fewer Full Members the following shall apply: 1. Each Full Member shall have the right to appoint one member of the Executive Committee. 2. If a Full Member wishes to appoint a person to be a member to the Executive Committee, the Full Member shall give written notice of such appointment to the Executive Officer at least one month prior to an Annual General Meeting of the Association (together with that person’s consent to become a member of the Executive Committee). 3. The appointment shall be effective from the conclusion of that Annual General Meeting and the term of the appointment shall be until the conclusion of the next following Annual General Meeting. 4. If any member so appointed shall vacate office prior to completion of his or her term of appointment the Full Member that appointed that person may, by written notice to the Executive Officer appoint a replacement person to be a member of the Executive Committee until the conclusion of the next Annual General Meeting. 5. A Full Member may at any time, by written notice to the Executive Committee, remove a person appointed by that Full Member and replace that person with another person until the conclusion of the next Annual General Meeting. (ii) If there are eight or more Full Members, the following shall apply: 1. Each Full Member shall have the right to nominate one person for appointment as a member of the Executive Committee by giving written notice to the Executive Officer at least one month prior to an Annual General Meeting (together with that person’s consent to become a member of the Executive Committee). 2. In the notice of the Annual General Meeting the Executive Officer shall advise all Members of the Association of the nominations received. 3. If seven or fewer people are nominated, those people nominated shall be appointed as members of the Executive Committee with effect from the conclusion of the Annual General Meeting. 4. If more than seven people are nominated the Full Members present at the Annual General Meeting shall vote on the nominations to determine which seven of the nominated persons shall be appointed. The seven persons receiving the most votes shall be appointed as members of the Executive Committee with effect from the conclusion of the Annual General Meeting. Each Full Member may cast one vote in respect of each nominated person. 5. The term of any member appointed to the Executive Committee under the clause shall be until conclusion of the next following Annual General Meeting. 6. The Full Members shall have no right to remove any members so appointed during the course of his or her term. 7. If a member vacates office prior to completion of his or her term the Full Members shall not have the right to appoint any replacement, provided that if such vacation reduces the number of members of the Executive Committee appointed by Full Members below three a replacement member (or members) may be appointed at a General Meeting (called for such purpose). (b) A maximum of two (2) members of the Executive Committee shall be appointed by Associate Members of the Association as follows: (i) If there is one Associate Member the number of members of the Executive Committee appointed by Associate Members shall be one (1). If there is more than one Associate Member the number of members appointed by Associate Members shall be two (2). (ii) Each Associate Member may nominate one person for appointment as a Member of the Executive Committee by giving written notice to the Executive Officer at least one month prior to the Annual General Meeting. (iii) In the notice of the Annual General Meeting the Executive Officer shall advise all Members of the Association of the nominations received. (iv) If the same number (or fewer) nominations are received than the number of Members that Associate Members are entitled to appoint those persons so nominated shall be appointed as Members of the Executive Committee with effect from the conclusion of the Annual General Meeting. (v) If more nominations are received than the number of Members are entitled to appoint the Associate Members present at the Annual General Meeting shall vote to determine which of the nominated shall be appointed. The person (or two persons if two members are to be appointed) receiving the most votes shall be appointed as members of the Executive Committee with effect from the conclusion of the Annual General Meeting. Each Associate Member may cast one vote in respect of each nominated person. (vi) The term of any member appointed to the Executive Committee under the clause shall be until conclusion of the next following Annual General Meeting. (vii) The Associate Members shall have no right to remove any members so appointed during the course of his or her term. (viii) If a member vacates office prior to completion of his or her term the Associate Members shall not have the right to appoint any replacement, provided that if such vacation reduces the number of members of the Executive Committee appointed by Associate Members below one a replacement member may be appointed at a General Meeting (called for such purpose). 18. The office of a member of the Executive Committee shall be vacated: (a) if he or she becomes bankrupt or makes any arrangement or composition with his or her creditors; or (b) if he or she dies or becomes mentally disordered; or (c) if, being the representative of a member of the Association, that member ceases to be a member; or (d) if by notice in writing he or she resigns his or her office. 19. The Executive Committee may appoint a person ("Appointee") to fill any casual vacancy on the Executive Committee. A casual vacancy exists at any time there is fewer than seven people appointed as Full Members and/or two people appointed as Associate Members. The following conditions apply to such an appointment: (a) an Appointee must be associated with a Member; (b) an Appointee may only be appointed if the Member they are associated with does not already have a person representing them on the Executive Committee; (c) an Appointee may only fill an Associate Member casual vacancy if that Appointee is associated with an Associate Member; (d) subject to (e), an Appointee may only fill a Full Member casual vacancy if that Appointee is associated with a Full Member; (e) an Associate Member Appointee may only fill a Full Member casual vacancy if: (i) there are no available Full Member Appointees; and (ii) subsequent to their appointment, Full Members will retain a majority on the Executive Committee; (f) an Appointee must be appointed by written resolution of the Executive Committee; and (g) an Appointee's term of appointment runs from the date of their acceptance of the appointment or the date of the Executive Committee's resolution to appoint them, whichever is the later date, to the conclusion of the next Annual General Meeting. For the purposes of this Rule a person is "associated with a Member" if he/she is a Member (in the case of an individual member), or is an employee, contractor or service provider of a Member or has some other form of close association with a Member (approved by the Executive Committee). POWERS OF EXECUTIVE COMMITTEE 20. The affairs of the Association shall be managed by the Executive Committee, who may exercise all such powers of the Association, and do on its behalf all such acts as it may do and as are not by these Rules required to be exercised or done by the Association in General Meeting. 21. Without limiting the generality of any of the other powers or rights contained in these Rules the Executive Committee may from time to time and at any time at its discretion borrow for the purposes of the Association from any persons any sums of moneys either without security or upon the security of the property of the Association (real or personal) assets, and effects, both present and future or any part thereof either under legal mortgages or charges, with powers of sale and other usual powers or by the issue of mortgage debentures, debentures, bonds, obligations or any other securities of the corporation created or issued generally upon such terms and conditions as the Executive Committee thinks fit. 22. The Executive Committee may appoint remunerate and dismiss such executives and other officers, employees and representatives as it shall from time to time deem necessary and may delegate to any one or more of them such of its powers as it shall think fit, other than the power to borrow money. PROCEEDINGS OF THE EXECUTIVE COMMITTEE 23. The Executive Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings and procedure as it thinks fit. A meeting of the Executive Committee may be held either: (a) by a number of the members of the Executive Committee who constitute a quorum being assembled together in person at the place, date and time appointed for the meeting; or (b) by means of audio, or visual and audio, communication by which all members of the Executive Committee participating and constituting a quorum can simultaneously hear each other throughout the meeting. 24. The number of Executive Committee members required to make a quorum is stipulated as follows: (a) If there are six or fewer members of the Executive Committee the quorum requirement shall be four members, a majority of whom must be members appointed by Full Members of the Association. (b) If there are seven or more members of the Executive Committee the quorum requirement shall be five members, a majority of whom must be members appointed by Full Members of the Association. 25. A meeting of the Executive Committee shall be convened by the Executive Officer upon the request of the Chairman of the Executive Committee or of any two (2) members thereof. At least 5 days prior written notice must be given to each Member of the Executive Committee of a meeting of the Executive Committee. 26. In the event that and for as long as the number of Executive Committee members is reduced below the minimum of four the Executive Committee may act for the purpose of for summoning a General Meeting of the Association but for no other purpose to fill vacancies in the Executive Committee.
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