SOCIETY OF PETROLEUM ENGINEERS – DENVER SECTION BY-LAWS

SECTION NAME AND PURPOSE
The Denver Section of the Society of Petroleum Engineers was established in 1955. The purpose of this section shall be to further the
mission and vision of the Society by providing regular meetings for the discussion of subjects relating to the oil and gas industry, and
for developing social fellowship.

JURISDICTION
The jurisdiction of this section, as approved by the SPE Executive Board will encompass the State of Colorado, excluding the
following counties: Archuleta, Baca, Dolores, Garfield, LaPlata, Mesa, Moffat, Montezuma, Powers, Rio Blanco, and Routt; also
including the following counties in the State of Nebraska: Banner, Cheyenne, Duel, Garden, Kimball, and Morrill, until such time the
territory is released for the establishment of additional sections.
The headquarters of the Denver Section will be located in the city of Denver.

MEMBERSHIP
SPE members in good standing, professional and students, who have selected Denver Section shall be official members of the
section. We will welcome and accommodate any SPE member visiting our area. We shall seek to grow our membership to more
widely serve the industry in our area.

SECTION BOARD
The Denver Section Board is the “core group” of volunteers who maintain the SPE Denver Section. The members of this group will be
referred to as officers. They are to make decisions in the best interest of the Denver Section; not in their self-interest.

The Denver Section Executive Board is the authority of the Denver Section ensuring prudent use of all assets, including facility,
people, and good will; and providing oversight for all activities that advance the nonprofit’s effectiveness and sustainability.
Members of the Executive Board will conduct the business affairs of the Section in good faith and with honesty, integrity, due
diligence, and reasonable competence.

The Executive Board shall vote on all matters related to the operations of the Denver Section. All members of the Executive Board
shall be SPE members in good standing. The Executive Board consists of the following eleven elected officers:

● Section Director
● Chairperson
● Program chairperson
● Treasurer
● Secretary
● Community Outreach chairperson
● Membership chairperson
● Young Professional chairperson
● Vice chairperson, if the Vice chairperson does not already hold one of the Executive Board position listed
above. If he/she does, the ninth vote will move to the Treasurer-Elect.
● Directors (2)

A quorum at meeting shall consist of six (6) of the Executive Board, and must include at least the chairperson, or the vicechairperson,
and a majority vote of Directors at a meeting at which a quorum is present is necessary to transact business with the
exception of removal of an officer, approval of appointments to fill Board of Director vacancies, or approval of the dissolution of the
Denver Section; these shall require approval by two-thirds majority of the Section Board.
Motions can be made in person, through teleconferences, or through email. If a member of the Executive Board will not be present
at a meeting, they have the option to assign a proxy, who will vote in their place, and count towards the quorum. The assigned proxy
has to be a Denver Section board member. If the proxy is also serving on the Executive Board, that person shall receive two votes.

Additional Section Board positions or committees may be created as determined by the outgoing board prior to the annual election.
All members of the Executive Board, with the exception of the Section Director, will be elected annually through a vote of the
section membership. Any vacancy on the Executive Board may be filled for the unexpired term by a person appointed by the Section
chairperson with approval by two-thirds of the Denver Section Board. The chairperson can appoint a member to fill any vacancy in
office not related to the Executive Board that occurs between annual elections, without approval by the Denver Section Board.

ELECTION OF OFFICERS

● The chairperson, with the approval of the section Executive Board, shall appoint, by the end of February of each year, a
nominating committee composed of a minimum of three members of the Denver Section, one of which must not be
currently serving as a Board of Director. All members of the nominating committee must have been on the Denver Section
Board for at least two years. The nominating committee shall present the name of at least one candidate for each office at
the board meeting one month prior to the elections. Additional nominations may be made from the floor. The Section
Board will approve the slate.
● The slate of nominations shall be distributed to the general Denver Section membership no later than one week prior to the
elections.
● The officers of this section shall be elected at the April General Meeting from the membership in attendance. In the event
of a tie for any office, the Chairman shall vote to break the tie. If the Colorado School of Mines Joint Session falls on the
month of April, officers will be elected at the May General Meeting.
● Elections shall be governed by a majority vote of members present at the meeting. Officers take office on June 1st.

DUTIES OF THE EXECUTIVE BOARD

● The section director shall be the past chairperson, and serve for a one-year term. In the event that the current chairperson
is not available to fill the role, the section director may serve for a second term. In the event the past Denver Section
chairperson is not available to fill the role of the section director, the prior section director may step into the role.
● The chairperson shall preside at all meetings of the section and the board meetings. He/she shall appoint all committees
and perform all other duties that pertain to the direction of the section, including submitting the section annual report and
financial statement to SPEi. The chairperson must have had previous experience as the treasurer or treasurer-elect of an
SPE Section, and must have served at least three years as a Section officer, of which at least two years had to be served on
the Denver Section board. This position shall be elected every year, with a maximum of two consecutive terms held by the
same person.
● The vice chairperson may hold another SPE Board position. In the absence of the chairperson, he/she shall serve as the
chairperson. This position shall be elected every year, with a maximum of two consecutive terms held by the same person.
● The program chairperson shall be responsible for the arrangement of programs and meetings. This position shall be elected
every year, with a maximum of three consecutive terms held by the same person.
● The membership chairperson shall be responsible for membership activities, focusing on recruitment and retention. This
position shall be elected every year, with a maximum of three consecutive terms held by the same person..
● The secretary shall record the proceedings of the meetings of the board. He/she shall maintain the bylaws. This position
shall be elected every year, with a maximum of three consecutive terms held by the same person.
● The treasurer shall receive and disburse all money received by the section, with the approval of the Executive Board. The
treasurer shall submit records for an annual audit by a committee to be named by the chairperson. This position shall be
elected every year, with a maximum of two consecutive terms held by the same person.
● The treasurer-elect shall succeed to the office of the treasurer at the end of his/her term. The treasurer-elect shall perform
the duties of the treasurer in the event of his/her inability to serve. Other duties shall be as delegated to the Treasurer-Elect
by the Executive Board.
● The community outreach chairperson shall be responsible for the planning, direction, monitoring and control of programs
and SPE volunteers involving both educational and philanthropic events in and around the communities where the Denver
section members work and live. This position shall be elected every year, with a maximum of three consecutive terms held
by the same person.
● The young professional chairperson shall be responsible for the development and maintenance of technical programs and
networking events geared towards young professionals within the section. This position shall be elected every year, with a
maximum of three consecutive terms held by the same person.
● The directors shall be full voting members of the Board and shall serve as Board liaisons to committees, as well as lead
committees where appointed by the Board or chairperson. A director must have served at least two years on the Denver
Section Board prior to nomination. This position shall be elected every year, with a maximum of two consecutive terms held
by the same person.

The Executive Board will meet once a month, except in the months of June, July, and August, or otherwise publicized. Special
meetings may be held by the Section Board to consider important business, called by the chairperson, with the approval of the
Executive Board.

DUES AND FINANCES
The expenses of the Section shall be paid from the money appropriated by the Finance Committee, and approved by the Executive
Board.

The annual budget of the Section shall be developed by the Finance Committee and approved by two-thirds majority (6) of the Executive Board.

All Section operations which require accounts payable greater than USD 1,000 shall be reviewed by the Finance Committee, prior to
approval. All accounts payable for the amounts over USD 1,000 shall be reviewed by the Finance Committee and approved by the
Executive Board.

The chairperson shall be responsible for establishing an annual finance committee. This committee is to consist at a minimum the
chairperson, past Treasurer if available, Treasurer, Vice-Treasurer, and at least one other Officer or Director. It will be this
committee’s responsibility to review the previous fiscal year’s banking transactions. A report should be presented to the Board no
later than May. This committee will also be responsible for reviewing the Section’s investments and provide a recommendation
regarding same by the end of July.

Any Denver Section investments shall be governed by the Investment Policy. The Investment Policy shall be proposed by the Finance
Committee, and approved by two-thirds majority (6) of the Executive Board.

DISPOSAL OF FUNDS ON DISSOLUTION
If, at any time, the section is disestablished, the section officers, if any exist, will allocate funds to existing commitments. Remaining
funds will be redirected to SPEI.

AMENDMENTS TO THE BY-LAWS
These By-laws may be amended by a majority vote during General Meetings by the membership, provided that notice of the
proposed amendment(s) is posted at least two (2) weeks before the meeting.