Bylaws
BYLAWS OF THE
KENTUCKY PROPANE EDUCATION
AND RESEARCH COUNCIL, INC.
ARTICLE I
Definitions
For purposes of these Bylaws, the following terms shall have the following meanings:
"Act" means the Kentucky Propane Education and Research Act of 1998, KRS 234.270 to 234.302.
"Administrative Expenses" means only those expenses which are reasonable and necessary for the maintenance and functioning of the Council. Explanation: The Council is authorized by law to spend up to 15 percent of the funds raised through assessments for administrative expenses. Administrative Expenses are those expenses which are reasonable and necessary for the maintenance and functioning of the Council and if effectively utilized will enable the Council to fully exercise its powers and perform its duties in accordance with the Kentucky Propane Education and Research Act. Expenses associated with carrying out of specific duties of the Council, such as the collection of assessments, and other similar duties, are not Administrative Expenses. Similarly, start-up expenses, expenses associated with undertaking the initial referendum to establish the Council, and other similar expenses are not Administrative Expenses.
"Council" means the "Kentucky Propane Education and Research Council, Inc."
"Industry" means those persons involved in the production, transportation, and sale of propane, and in the manufacture and distribution of propane utilization equipment.
"Industry Trade Association" means an organization exempt from tax, representing the propane industry under section 501(c) (3) or (6) of the Internal Revenue Code.
"Member" means member of the Council, and, by reason of being a member of the Council, a director on the Board of Directors. All references to members in these Bylaws are references to members in their concurrent capacities as members and as directors.
"Odorized Propane" means propane which has had odorant added to it.
"Producer" means the owner of propane at the time it is recovered at a gas processing plant or refinery without regard to the state in which actual production occurs.
"Supplier" means a person, other than a producer, who is the owner of propane in the Commonwealth at the time of odorization or who is the owner of odorized propane at the time it is imported into the Commonwealth.
"Propane" means a hydrocarbon whose chemical composition is predominantly C3H8 whether recovered from natural gas or crude oil, and includes liquefied petroleum gases and mixtures thereof.
"Public Member" means a member of the Council, representing significant users of propane, public safety officials, academia, the propane research community, or other groups knowledgeable about propane.
"Certified Industry Trade Organization" means the Kentucky Propane Gas Association, a successor association of such association, or any other organization certified pursuant to KRS 234.280 to KRS 234.282.
"Retail Marketers" means persons engaged primarily in the sale of odorized propane to the final user of the product or to retail propane dispensers.
"Retail Propane Dispenser" means a person who sells odorized propane to the ultimate consumer but is not engaged primarily in the business of such sales.
"Commissioner" means the Commissioner of the Department of Housing, Buildings and Construction.
ARTICLE II
Name
Section 2.01 Name. The name of this corporation is "Kentucky Propane Education and Research Council, Inc."
ARTICLE III
Object
Section 3.01 Object. The Council was created pursuant to the Act. The Council is organized for, and shall be operated for, such purpose or purposes as are set forth in the Act and in the Certificate of Incorporation. Any ambiguity in these Bylaws shall be interpreted in a manner that is consistent with the language and intent of the Act.
ARTICLE IV
Offices
Section 4.01 Location. The principal office of the Council shall be located within the Commonwealth of Kentucky, at such place as the members of the Council shall from time to time designate. The Council may maintain additional offices at such other places as the members may designate. The Council shall have and maintain within the Commonwealth of Kentucky a registered office at such place as may be designated by the members.
ARTICLE V
Members
Section 5.01 Power of Members. The business and affairs of the Council shall be managed and all of the powers of the Council shall be exercised by the members of the Council.
Section 5.02 Who Shall Be Members. The Council shall consist of eleven (11) members divided into the following three (3) classes: five (5) members representing retail marketers; five (5) members representing producers; and one (1) public member. Other than the public members, Council members shall be full-time employees or owners of businesses in the industry. No employee of a certified industry trade organization shall serve as a member of the Council. No member of the Council may serve concurrently as an officer or member of the Board of Directors of a certified industry trade organization. Only one person at a time from any company or its affiliate may serve on the Council.
Section 5.03 Selection of Members. The Commissioner shall appoint new members from nominations submitted by the certified industry trade organization. Vacancies in unfinished terms of Council members shall be filled in the same manner. In nominating members to the Council, the certified industry trade organization shall give due regard to selecting a Council that is representative of the industry, including representation of:
(a) gas processors and oil refiners among producers;
(b) interstate and intrastate operators among retail marketers;
(c) large and small companies among producers, suppliers, and retail marketers; and
(d) diverse geographic regions of the state.
Section 5.04 Compensation. Council members shall receive no compensation for their services, nor shall Council members be reimbursed for expenses relating to their service, except that public members, upon request, may be reimbursed for reasonable expenses directly related to their participation in Council meetings.
Section 5.05 Term of Membership. Council members shall serve terms of 3 years and may serve no more than 2 full consecutive terms. Members filling unexpired terms may serve not more than a total of 7 consecutive years. Former members of the Council may be returned to the Council if they have not been members for a period of 2 years. Initial appointments to the Council shall be four (4) members for terms of one (1) year, four (4) members to two (2) year terms, and three (3) members to three (3) year terms. Regular terms shall begin on January 1 of a given year.
Section 5.06 Resignation, Removal and Vacancy. Notwithstanding section 5.05 herein, any Council member may resign at any time by mailing or delivering written notice to the Secretary of the Council (any resignation to take effect as specified therein or, if not specified, upon receipt by the Secretary). A member shall be deemed to resign if the member ceases to be eligible under section 5.02 to be a member. Any member may be removed for good cause, by majority vote of the disinterested members at a meeting for which notice was properly given and the notice included notice of a vote to remove the member. Vacancies in unfinished terms of Council members shall be filled in the same manner as were the original appointments.
Section 5.07 Meetings. Meetings, if any, of Council members shall be held at such times as may be determined by the members to (i) receive the reports on compliance, violations, and complaints regarding the implementation of the Act; (ii) receive the annual reports of officers, the members, and committees, if any; and (iii) transact such other business as may properly be brought before the meeting.
Section 5.08 Meetings by Conference Telephone. Any one or more Council members may participate in a meeting of the Council by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate to each other. Participation in a meeting by such means shall constitute presence in person at the meeting.
Section 5.09 Place and Time of Meetings. Meetings of Council members may be held at such place, within or without the Commonwealth of Kentucky, and at such hour as may be fixed in the notice of the meeting.
Section 5.10 Notice of Meetings. Timely notice of all meetings shall be provided to the members of the Council.
Section 5.11 Quorum. The presence in person or by telephone or similar communications equipment by a majority of the members of the Council shall constitute a quorum.
Section 5.12 Voting. Each member shall have one vote. The affirmative vote of a majority of the votes entitled to be cast by the members present at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by law. Voting on all matters may be conducted by mail. Members shall be entitled to vote on amendments to the Certificate of Incorporation of the Council and on such other matters the Board of Directors may bring before a meeting for a vote.
Section 5.13 Public Access to Council Proceedings. General meetings of the Council shall be open to the public. The minutes of meetings of the Council shall be made available to the public.
ARTICLE VI
Officers, Agents and Employees
Section 6.01 Officers. The officers of the Council shall be a Chairman, a Vice Chairman, a Secretary, a Treasurer, and such other officers as the Council shall deem necessary. Any two or more offices may be held by the same person, provided that at least two persons are officers at any given time. Only members may hold offices.
Section 6.02 Term of Office, Vacancies and Removal. The initial officers of the Council shall be elected by a majority vote at the organizational meeting of the Council members. Each officer of the Council shall serve for a term of one (1) year or until the officer resigns, the members terminate the officer's term, the members elect a successor, the members terminate the position, or an officer ceases to be a member of the Council. Vacancies may be filled, new offices created and filled, or existing offices (to the extent permitted by law) terminated at any meeting of the members by a majority vote of the members. Each officer shall hold office until his or her successor shall have been duly elected and qualified. An officer may serve no more than 2 full consecutive terms. Any member of the Council shall have standing to nominate and move the election of any other member or himself/herself.
Section 6.03 Resignation. Any officer may resign at any time by giving written notice to the Council. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Council.
Section 6.04 Powers and Duties of Officers. Subject to the control of the Council members, all officers as between themselves and the Council shall have such authority and perform such duties in the management of the Council as may be provided by the members and, to the extent not so provided, as generally pertain to their respective offices.
A. Chairman. The Chairman shall be the presiding officer of the Council, set the agenda for each meeting of the Council (except for meetings called by actions of the members), and promulgate all policies and directives of the Council.
B. Vice Chairman. The Vice Chairman shall act in place of the Chairman when the Chairman is not available.
C. Secretary. The Secretary shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Council, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general shall perform all duties customary to the office of Secretary. The Secretary shall have custody of the corporate seal of the Council, if any; and the Secretary shall have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by the signature of the Secretary. The Council members may give general authority to any officer to affix the seal of the Council, if any, and to attest the affixing by his or her signature.
D. Treasurer. The Treasurer shall have the custody of, and be responsible for, all funds and securities of the Council. The Treasurer shall keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Council, and shall deposit all monies and other valuable property of the Council in the name and to the credit of the Council in such banks or depositories as the Council members may designate. Whenever required by the members, the Treasurer shall render a statement of accounts. The Treasurer shall at all reasonable times exhibit the books and accounts to any officer or member of the Council, and shall perform all duties incident to the office of Treasurer, subject to the supervision of the members, and such other duties as shall from time to time be assigned by the members. The Treasurer shall give bond or security for the faithful performance of the duties of Treasurer as the members may require, for which the Treasurer shall be reimbursed.
Section 6.05 Executive Director. The executive director shall be the principal executive officer of the Council. Subject to the direction and control of the council, he or she shall be in charge of the business of the Council, he or she shall see that the resolutions and directions of the Council are carried into effect except those instances in which that responsibility is specifically assigned to some other person by the Council, and in general, he or she shall discharge all duties incident to the office of executive director and such other duties as may be prescribed by the Council from time to time. He or she may participate ex officio at all meetings of the Council and of the committees except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Council or a different mode of execution is expressly prescribed by the Council or these bylaws.
Section 6.06 Compensation of Officers, Agents and Employees. The Council shall not pay any compensation nor reimburse any members for service in the capacity as officer, except that public members, upon request, may be reimbursed for reasonable expenses directly related to their participation in Council-related meetings. The Council may pay compensation in reasonable amounts to agents and employees for services rendered, such amount to be fixed by the members or, if the members delegate power to any officer or officers, then by such officer or officers.
ARTICLE VII
Committees
Section 7.01 General Provisions. The Council may establish one or more committees and subcommittees, each committee to consist of one or more members of the Council. The Council may designate one or more members as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided by the Council, shall have the ability to research issues and offer recommendations to the Council and carry out such other duties as are authorized by the Council. Under no circumstances shall such committee have the power or authority to make decisions or act in the name of the Council, unless specifically authorized by the Council.
Section 7.02 Committee Rules. Unless the Council otherwise provides, each committee designated by the Council may make, alter and repeal rules for the conduct of its business. In the absence of a contrary provision by the Council or in rules adopted by such committee, the following shall apply: a majority of the entire authorized number of members of each committee shall constitute a quorum for the transaction of business; the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee; and each committee shall otherwise conduct its business in the manner prescribed by the Council.
Section 7.03 Service of Committees. Each committee of the Council shall serve at the pleasure of the Council. The designation of any such committee and the delegation thereto of authority shall not alone relieve any member of his or her duty under law to the Council.
Section 7.04 Advisory Committee. The Council may establish advisory committees composed of persons other than Council members.
ARTICLE VIII
Operations of the Council
Section 8.01 Functions. The Council shall develop programs and projects and enter into contracts or agreements for implementing the Act, including programs to enhance consumer and employee safety and training, to provide for research and development of clean and efficient propane utilization equipment, to inform and educate the public about safety and other issues associated with the use of propane, and to provide for the payment of the costs thereof with funds collected pursuant to the Act.
Section 8.02 Priorities. Issues related to research and development, safety, education, and training shall be given priority by the Council in the development of its programs and projects.
Section 8.03 Administration. The Council shall adopt rules for the conduct of business and establish procedures for the solicitation of industry comment and recommendations on any significant plans, programs, and projects to be funded by the Council.
Section 8.04 Administrative Expenses. The Administrative Expenses of operating the Council (not including costs incurred in the collection of the assessment pursuant to KRS 234.292) shall not exceed 15 percent of the funds collected in any fiscal year.
Section 8.05 Budget. Before the beginning of each fiscal year, the Council shall publish for public review and comment a budget plan for the next year, including the probable costs of all programs, projects, and contracts and a recommended rate of assessment sufficient to cover such costs. Following this review and comment, the Council shall submit the proposed budget to the Commissioner for his review.
Section 8.06 Records. The Council shall keep minutes, books, and records that clearly reflect all of the acts and transactions of the Council and make such information available to the members, the Commissioner, and those persons paying the assessment. The books of the Council shall be audited by a certified public accountant at least once each fiscal year and at such other times as the Council may designate. Copies of such audit shall be provided to all members of the Council and to the Commissioner.
Section 8.07 Assessments.
(a) Amount. The Council shall set the initial assessment at no greater than one tenth of 1 cent per gallon of odorized propane. Thereafter, annual assessments shall be sufficient to cover the costs of the plans and programs developed by the Council. The assessment shall not be greater than one-half cent per gallon of odorized propane, unless approved by a majority of those voting in a referendum in both the producer and the retail marketer class. In no case may the assessment be raised by more than one tenth of 1 cent per gallon of odorized propane annually.
(b) Ownership. The owner of odorized propane at the time of odorization, or the time of import of odorized propane, shall make the assessment based on the volume of odorized propane sold and placed into the state. The assessment, when made, shall be listed as a separate line item on the bill labeled ?Kentucky Propane Education and Research Assessment.? Assessments collected from purchasers of propane are payable to the Council on a monthly basis by the 25th of the month following the month of such collection. If payment is not made to the Council by the due date under this subsection, penalty and interest shall be added as determined by the Council, until final payment is made.
(c) Alternative Collection Rules. The Council may establish an alternative means of collecting the assessment if another means is found to be more efficient and effective.
Section 8.08 Lobbying Restrictions. No funds collected by the Council shall be used in any manner for influencing legislation or elections.
Section 8.09 Refunds. Any person upon and against whom the assessment shall have been levied and collected under the provisions of this Act, if dissatisfied with the assessment and the result thereof, may demand of and shall receive from the council a refund of the assessment collected, if the demand for refund is made in writing within thirty (30) days from the date on which the assessment is collected. Each refund request shall be accompanied by written proof of the assessment charged.
Section 8.10 Pricing. In all cases, the price of propane shall be determined by market forces. Consistent with the antitrust laws, the Council may take no action, nor may any provision of the Act be interpreted as establishing an agreement to pass along to consumers the cost of the assessment provided for in the Act.
ARTICLE IX
Miscellaneous
Section 9.01 Fiscal Year. The fiscal year of the Council shall be the calendar year or such other period as may be fixed by the members of the Council.
Section 9.02 Corporate Seal. The corporate seal shall be in such form as may be approved from time to time by the members of the Council.
Section 9.03 Checks, Notes, Contracts. The members of the Council shall determine who shall be authorized from time to time on the Council's behalf to sign checks, drafts, or other orders for payment of money; to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
Section 9.04 Amendment of Certificate of Incorporation and Bylaws. The Certificate of Incorporation of the Council may be amended in whole or in part by a majority vote of Council members. The Bylaws of the Council may be adopted, amended or repealed in whole or in part by a majority vote of the members then in office.