The current Articles of Incorporation of the Society of Petroleum Engineers (SPE), Inc. (“SPEI”) have not been amended since 1994. Since that time the Texas Business Organizations Code (“TBOC”), under which SPEI is governed, was enacted. Therefore, in order to be consistent with the provisions of the TBOC and to make other clarifications, the Board of Directors has proposed that the current Articles of Incorporated be amended and retitled as the Restated Certificate of Formation (“RCOF”). (The TBOC discords the term “Articles of Incorporation” in favor of “Certificate of Formation”.) The RCOF will be presented to the members for approval at the annual meeting of the members on 11 October, 2017.
Article Two of the RCOF sets forth the summary of the amendments to the existing Articles of Incorporation and is required by the TBOC. Some of the more significant changes to the Articles of Incorporation are updating the purpose clause to reflect the current mission (Art. IV), addressing the members rights and obligations as required by law (Art.V), reflecting amendments to the rules on political and lobbying activities (Art.VI), clarifying provisions regarding distribution of assets in the event of dissolution (Art. VIII), following best practices to set forth provisions that apply only if SPEI is ever determined to be a private foundation rather than a public charity (Art. IX), stating that the Board of Directors is the governing body of SPEI and setting forth the names and address of the directors in office at the time the RCOF is filed (Art XI), updating the limitation of director liability to reflect the repeal of the Texas Non-Profit Corporation Act and the adoption of the TBOC (Art. XII), referring to the Bylaws for indemnification provisions (Art XIII), and vesting authority in the Board of Directors for future amendments to the RCOF (Art. XIV).
To obtain a copy of the RCOF, please contact RCOF@spe.org.
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