BY-LAWS
for the
AMERICAN SOCIETY OF MECHANICAL ENGINEERS INTERNATIONAL PETROLEUM TECHNOLOGY INSTITUTE

ARTICLE 1 - NAME
The name of this organization shall be the “International Petroleum Technology Institute” (IPTI), an institute of ASME (the American Society of Mechanical Engineers). 

ARTICLE II - PURPOSE & SCOPE
A. PURPOSE
The purpose of this Institute shall be to:
1. Constitute an operating Institute in accordance with the Constitution, By-Laws and Policies of ASME.  
2. Promote the art, science and practice of mechanical engineering in the field of petroleum related technologies. 
3. Provide leadership to IPTI member division(s), through excellence in board governance and retaining a qualified IPTI Managing Director. 
4. Represent the interests of IPTI member division(s) to the ASME - Board on Institutes (BOI) and the ASME - Board of Governors. 

B. SCOPE
The IPTI will take a leadership role in the dissemination of technical and other pertinent information to mechanical engineers and others who are directly or indirectly engaged in developing, transporting and converting energy sources into basic raw materials and fuels.  These include Petroleum, Natural Gas, Coal, Oil Shale, Petrochemical, and other petroleum-oriented industries. 

ARTICLE III - ORGANIZATION
1. The IPTI will be a member of the ASME Board on Institutes (BOI)
2. The affairs of IPTI shall be managed by a Board of Directors, which shall be designated the IPTI Board (the Board). 
3. The IPTI shall be constituted and operated in accordance with the Constitution, By-Laws, and Policies of the ASME (the Society). 
4. If a conflict occurs between IPTI By-Laws and the Society By-Laws and Policies, those of the Society will govern. 


A. COMPOSITION OF THE BOARD
1. The Board will consist of eight members, as follows:
a. Vice-President, IPTI
b. Petroleum Division Representative
c. OOAE Division Representative
d. Pipeline Systems Division Representative
e. Three Members-at-Large
In addition, each Division’s Executive Committee Chair will be an ex-officio (non-voting) member of the Board.
All Board members shall be current members of the Society.
2. The Board member term of office shall be three years, except for the first election, two seats will be elected for three years, two seats will be elected for two years, and one seat will be elected for one year.  Terms of office will commence on July 1 of each year. 
3. The Board members shall serve no more than six consecutive years.  If an individual is term limited by this policy, the individual may be considered for re-election after spending a minimum of one year off the Board. 
4. Five Board members will constitute a quorum for conducting business at official IPTI Board meetings, either in person or via teleconference.  Except where specifically stated otherwise, all actions of the Board shall be determined by a majority vote of the quorum in attendance. 
5. The Board shall elect a Chair each year from within the Board.  The Chair presides over the IPTI Board.  The Chair assures the integrity of the Board’s processes, and represents the Board to outside parties, except as defined in Article III - A - 6, below. 
6. The Board shall select at least two candidates for the position of Vice President, International Petroleum Technology Institute of ASME, for a three year term, following the ASME guidelines for such position.
7. The Chair shall appoint the Vice Chair and Secretary positions.  The Vice Chair acts in the absence of the Chair.  The Secretary is responsible for the integrity of Board documents. 
8. There will be as many Board meetings during the year as deemed necessary by the Board, but no fewer than two per year.  The Chair will call regularly scheduled Board meetings.  Special Board meetings may be called at the request of three or more Board members. 
9. The Board will have a standing Nominating Committee, whose work product is to identify and qualify properly screened potential Board members and candidates for the IPTI Vice President. 
10. The Board will be self perpetuating, electing new Member-at-Large Board members by majority vote from candidate(s) identified by the Nominating Committee.  Each of the member Divisions will appoint one Division Representative to the Board, subject to approval by majority vote of the Board.
11. Any Board member may be retired for cause by a unanimous vote of all the remaining Board members; such cause shall be recorded in the minutes of the Board meeting in which the vote was taken.  The causes for which a member may be retired are:
a. Abandonment of his/her position on the Board
b. Any ethical lapse or conflict of interest which would make a member unfit to serve.

B. DIVISIONS AND OPERATING COMMITTEES
1. The IPTI will include the Petroleum Division as an integral part of the organization. 
2. Other divisions may be approved for inclusion in IPTI by a four-fifths vote of the IPTI Board members at a duly called meeting.  This type of organizational change must be approved by the Society. 
3.  IPTI Divisions are to be organized under Division By-Laws, which must be consistent with both the Society and IPTI Bylaws and Policies, and approved by the Board. 

C. MANAGING DIRECTOR
A Managing Director will manage the operations and conduct the business of IPTI.  Some of the duties will be as follows:

1. Accomplishing the explicitly stated ends for the organization, as expressed by the Board.
2. Managing the IPTI staff in a professional manner.
3. Maintaining fiscal responsibility while controlling IPTI funds and financial accounts.
4. Planning and executing defined activities for IPTI. 
5. Coordinating efforts with other Society entities. 
6. Promoting public relations within the Society and the broader technical community. 

ARTICLE IV - FINANCES
A. GENERAL FINANCES The IPTI operates financially under Society Policy that requires an IPTI manag
ed operating fund, an approved budget and an annual audit by a certified public accountant.   

B. RESPONSIBILITIES
The fiduciary responsibility for IPTI financial activities is vested in the Board.  All persons on the Board will have a fiduciary responsibility to assure that the funds are managed properly and in accordance with accepted practice and applicable policies of the Society.  Operational responsibility for activities of the IPTI in the area of budget and financial management is delegated to the Managing Director.

C. GENERAL CRITERIA
All funds generated by the IPTI will be managed in a compliance with Society Policy.

The custodial funds of the IPTI’s member Divisions will be commingled into a single IPTI custodial fund.  There will be an overall ledger of the institute’s funds, with a separate account maintained for each member Division.  The Managing Director will manage the budgets and finances, under policies and approvals established by the board, and consistent with ASME policy.  Each member Division will have an annual operating budget, developed in cooperation with the Managing Director.

D. EXPENDITURES
Expenditures of IPTI funds may be made only through proper disbursement orders with appropriate accounting procedures, per Society Policy and prepared under the supervision of the Managing Director. 

E. RESERVE ACCOUNT
A reserve in the operating fund equivalent to three years of projected annual operating expense is the financial objective of the IPTI.  It is the policy of the IPTI not to accumulate funds substantially in excess of the required reserve, nor to deplete the funds below a two year reserve minimum.  If a surplus reserve arises, it is expected that programs to benefit members and/or scholarship programs would be increased.  If the reserve falls below the required minimum level, then reductions in operating expense must be implemented.   

F. LOANS
The IPTI is to be entirely self-supporting financially. 

G. BUDGET
The Managing Director for acceptance by the Board prepares the proposed annual IPTI budget.   The Board forwards its recommendation on the budget to the ASME Committee on Finance and Investment, which in turn recommendations action by the ASME Board of Governors.  It is the responsibility of the Managing Director to assure that expenditures/revenues remain within the budgeted amount.   

ARTICLE V - SPECIAL CONSIDERATIONS
A. APPEAL FROM BOARD ACTION
 Any decision, action, or failure to act on an important matter by the Board may be appealed to the Board by petition over signature of at least fifty ASME-IPTI members.  If the petitioning ASME-IPTI members are not satisfied with the Board response, the appeal may then be referred to the appropriate Society entity for a hearing. 

B. CONTRACTS
 Contracts may be negotiated for IPTI by the Board Chair and/or the Managing Director, as defined by the IPTI Policy Manual, and must remain within the accepted guidelines for conducting Society business.  The approval process will be according to Society Policy.  
 
C. CONFLICTS OF INTEREST
Board members should avoid conflict of interest or the appearance of conflict of interest in all activities, consistent with Society Policy. 

ARTICLE VI - SUNSET PROVISIONS
Should dissolution of the IPTI be necessary due to the irreplaceable depletion of reserve funds, irreplaceable loss of income sources, or other unforeseen situations, the IPTI will revert to ASME division status.  The IPTI or its sunset division will maintain control of the “ASME Petroleum Division” name at all times.
Each member Division will receive from the remaining custodial fund, the percentage based on account balances at the time a Division joins IPTI.  Each Division would revert to its original division status within ASME. 

ARTICLE VII – AMENDMENTS TO BY-LAWS
These IPTI Bylaws will stand as adopted but may be amended by a four-fifths majority vote of the Board.  Amended By-Laws, or portions thereof, must be submitted to the Society for final approval.