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Legal & Governance
PPDM Association ByLaws
THE GLOBAL ENERGY DATA PROFESSIONALS
- Membership fees, if any, in the Association shall be determined, from time to time, by the Board of Directors (the “Board").
- Membership in the Association shall consist of four (4) classes of Members:
2.1. “Corporate Members" include partnerships, associations, corporations, governmental bodies, agencies or other subdivisions admitted to membership by the Board. Corporate membership privileges will be granted to corporate representatives who submit sufficient evidence of employment or status as an officer of the Corporate Member;
2.2. “Individual Members” include individuals admitted to membership by the Board;
2.3. “Contributing Members” include individuals, partnerships, associations, corporations, governmental bodies, agencies or other subdivisions admitted to membership by the Board; and
2.4. “Honourary Members" means individuals designated by the Board as Honourary Members of the Association in recognition of services rendered by them toward the progress and development of the objects of the Association.
Applications for Membership
- All applications for membership shall be approved either by the Board or such person or persons as the Board may designate from time to time.
- Any Member wishing to withdraw from Membership may do so upon notice in writing to the Board or designated representative.
- The Board shall have the power, by a vote of three-fourths (3/4) of those present, to expel or suspend any member whose conduct shall have been determined by the Board to be improper, unbecoming or likely to endanger the interest or reputation of the Association or who willfully commits a breach of the bylaws of the Association. No member shall be expelled or suspended without being notified of the charge or complaint against them or without having first been given an opportunity to be heard by the Board at a meeting called for that purpose.
Failure to Pay Fees
- On the failure of any member to pay annual Membership fees, or any subscription or indebtedness due to the Association, the Board may cause the name of such Member to be removed from the register of Members but such Member may be re-admitted to Membership by the Board on payment or such evidence as the Board may consider satisfactory.
Loss of Rights
- Any member who resigns, withdraws or is expelled from the Association shall forthwith forfeit all right, claim and interest arising from or associated with membership in the Association.
Meetings of Members
– Subject to the Societies Act, the annual general meeting of the members shall be held on such day in each year and at such time as the directors may determine. The Association shall present to that meeting an annual report, including a financial statement setting out the income, disbursements, assets and liabilities for the last fiscal period of the Association that is signed by the Association’s auditor. At every annual general meeting the directors shall be elected subject to the provisions herein and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.
– The directors, the chair or vice-chair may at any time call a special meeting of the members to be held on such day, time and place that is in compliance with requirements of the Societies Act as the directors may determine.
Meeting on Requisition of Members
– Members that carry the right to vote representing not less than five percent (5%) of the votes may requisition the Board to call a meeting of members of the Association for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the Association. Upon receipt of the requisition, the Board shall call a meeting of the members to transact the business stated in the requisition. If the directors do not, within 21 days after receiving the requisition, call a meeting, any member who signed the requisition may call the meeting.
Business of Meetings
- A printed, written or typewritten notice stating the day, hour, and place of meeting and, if special business is to be transacted thereat, stating (i) the nature of that business in sufficient detail to permit a member of the Association to form a reasoned judgment of that business, and (ii) the text of any special resolution to be submitted at the meeting, shall be sent to each member entitled to vote at the meeting, who on the record date for notice is registered on the records of the Association as a member in good standing; to each director of the Association; and to the auditor of the Association not less than 21 days and not more than 50 days before the date of every meeting of the members; provided that a meeting of members may be held for any purpose on any day and at any time and, at any place without notice if all the members and all other persons entitled to attend such meeting are present in person or represented by proxy at the meeting or if all the members and all other persons entitled to attend such meeting, and not present in person nor represented by proxy, thereat waive notice of the meeting.
Notice of Meetings
- Whenever under the provisions of these bylaws of the Association notice is required to be given, the notice may be given personally, by electronic email, or by depositing the same in a post office or a public letter-box in a post-paid, sealed envelope addressed to the director, officer or member at his or their address as the same appears on the books of the Association. A notice or other document so sent by post shall be deemed to be sent at the time when the same was deposited in a post office or public letter-box or, if sent by electronic mail, shall be deemed to be received on the date it was sent by electronic mail. For the purpose of sending any notice, the address or contact information of any member, director or officer shall be his last address or contact information as recorded by the Association.
Error or Omission in Notice
- No error or omission in giving notice of any annual general meeting, general meeting or special meeting or any adjourned meeting shall invalidate a meeting or make void any proceedings taken thereat and any voting Member may at any time waive notice of any meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
– Ten percent (10%) of Corporate Members plus Five percent (5%) of Individual Members present in person or by proxy shall constitute a quorum at any meeting of the Association and, in the event that a quorum is not present within thirty (30) minutes after the time called for the meeting, the meeting shall stand adjourned. to a time and place determined by the Chair.
Meeting by Telephone or Electronic Facilities
- Any person entitled to attend a meeting of members may vote and otherwise participate in the meeting by means of a telephonic, electronic or other communication facility made available by the Association that permits all participants to communicate adequately with each other during the meeting. A person participating in a meeting of members by these means is deemed to be present at the meeting. Directors who call (but not members who requisition) a meeting of members may determine that:
15.1.1 the meeting shall be held, in accordance with the regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting; and
15.1.2 any vote shall be held, in accordance with the regulations, entirely by means of a telephone, electronic or other communication facility that the Association has made available for that purpose.
Any vote at a meeting of members may be carried out by means of a telephonic, electronic or other communication facility, if the facility:
15.1.3 enables the votes to be gathered in a manner that permits their subsequent verification; and
15.1.4 permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member or group of members voted.
- Any meetings of the Association or of the directors may be adjourned to any time and from time to time and business may be transacted at the adjourned meeting as might have been transacted at the original meeting from which the adjournment took place. No notice shall be required of any adjournment. An adjournment may be made notwithstanding that no quorum is present.
- Votes - Each Corporate Member in good standing shall be entitled to vote on each question arising at any meeting of the Association. Corporations may vote through a duly authorized proxy. Such proxy need not be a Corporate Member but before voting must produce and deposit with the secretary sufficient appointment in writing from its appointment in writing from its appointor or appointors.
- Votes - Each Individual Member in good standing of the Association shall at all meetings of the Association be entitled to vote and may vote by proxy. Such proxy need not be a Individual Member but before voting must produce and deposit with the secretary sufficient appointment in writing from its appointment in writing from its appointor or appointors.
- Contributing, and Honourary Members are not entitled to vote at any meeting of the Association.
Loss of Vote
- No Member with the right to vote shall be entitled in person or by proxy to vote at meetings of the Association unless they have paid all dues or fees, if any, then payable by them.
– At each meeting of the Association, every question shall be decided by a majority votes of the Members entitled to vote present in person or by proxy. At each meeting of the Association, voting shall be conducted in accordance voting with the policies established by the Board of Directors and in effect at the time the Members Meeting is called. In case of an equality of votes at any general meeting, the chairman shall be entitled to a casting vote.
Board of Directors
Constitution of Board
- “Board of Directors", “Board", or “directors” shall mean the Board of Directors or Executive Committee of the Association and shall be comprised of no less than Seven (7) and no more than Thirteen (13) persons, each holding one vote, including the Chief Executive Officer (“CEO”) of the Association which person shall be automatically appointed to the Board and shall hold the position as director subject to the provisions herein. The constitution of the Board shall conform to all applicable laws in Alberta and Canada.
Chief Executive Officer
- The CEO shall be appointed to the Board for the period of employment as CEO of the Association. In the event the CEO ceases to be an employee of the Association: (a) they shall resign as a director from the Board which resignation shall be effective as the date of termination and (b) the Board may in its discretion appoint an interim director to hold office until the Association employs a replacement CEO. The replacement director shall satisfy the qualification requirements in these bylaws. The CEO shall not occupy the positions of chair, vice-chair, secretary, or treasurer or be a member of the compensation committee.
Term of Office
- Except the CEO, directors may hold office for a term of two years. The directors will be elected to hold office for a term of two years, which shall be from the date of the meeting when they are elected until the close of the second annual meeting following their election or until their successor is elected. Fifty percent (50%) of the elected Board seats shall be retired at each annual meeting but directors shall be eligible for re-election if otherwise qualified.
- The Board shall manage the affairs of the Association. The Board may exercise all powers and do all acts and things as the Association by its bylaws or otherwise is authorized to exercise and do.
Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and/or other property, moveable or immovable, real or personal, or any right or interest therein owned by the Association, for such consideration and upon such terms and conditions as they may deem advisable.
- The Board may delegate any of its powers to any director or officer of the Association.
- Unless otherwise expressly provided herein, or prohibited by relevant Canadian or Alberta law, a member of the Board must be a Corporate Member representative, Individual Member or Honorary Member of the Association or an officer, director or employee of: (a) a Corporate Member, or (b) an affiliate or subsidiary of a Corporate Member, as identified in the application for membership and approved by the Board.
- Vacancies on the Board, provided a quorum of directors remains in office, may be filled in accordance with Board Guidelines. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members of the Association to fill the vacancy.
- If any member of the Board shall resign their office, or without reasonable excuse is absent from three or more directors' meetings during his term of office, the directors may by resolution declare their office vacated and may appoint a successor in his place to hold office until the next annual general meeting.
Removal From Office
– The members may by ordinary resolution at a special meeting called for the purpose, remove any director from office before the expiration of their term of office and may, by a majority of votes cast at the meeting, elect any person in their stead for the remainder of their term.
Quorum and Meetings
- A majority of the directors shall form a quorum for the transaction of business. The Board may hold its meetings in person or electronically or at such place or places as it may from time to time determine. No formal notice of any meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors' meetings may be formally called by the chair, the vice-chair, the secretary on direction of the chair, the vice-chair, or by the secretary on direction in writing of two directors. Notice of formal meetings shall be delivered, telephoned, or emailed, to each director not less than one (1) day before the meeting is to take place. The statement of the secretary or chair that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of a notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A directors' meeting may also be held, without notice, immediately following the annual general meeting of the Association. The directors may consider or transact any business either special or general at any meeting of the Board.
- Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present but, if no demand be made, the vote shall be taken in the usual way of assent or dissent. A declaration by the chairman that a resolution has been carried and an entry to that effect in the minutes shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the chair, his duties may be performed by the vice-chair or such other director as the Board may from time to time appoint for the purpose.
Resolution in Writing
- A resolution in writing signed by all the directors personally shall be valid and effectual as if it had been passed at a meeting of directors duly called and constituted.
– Directors are not entitled to remuneration. The remuneration to be paid to the officers and employees of the Association shall be determined by the Board by resolution.
Errors in Notice
- No error or omission in giving notice for a meeting of directors shall invalidate the meeting or invalidate or make void any proceedings taken at the meeting. Any director may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken at the meeting.
Continuation in Office
- The members of the Board of the Association shall continue in office until their respective successors are duly elected, appointed or otherwise designated in accordance with the bylaws.
- Every director of the Association shall be deemed to have assumed office on the express understanding, agreement and condition that every director of the Association, shall from time to time and at all times be indemnified and saved harmless by the Association from and against all insured costs, charges and expenses whatsoever which the director sustains or incurs in any action, suit or proceedings against them in respect of any act, deed, matter or thing whatsoever done or permitted by them or any other director or directors in the execution of the duties of their office.
Officers, Agents and Employees
- The Board may from time to time appoint such officers and agents and authorize the employment of such other persons as they deem necessary to carry out the objects of the Association. The officers, agents and employees shall have the authority and shall perform the duties as may be prescribed by the Board.
Removal of Officers and Vacate Office
– All officers, agents and employees, in the absence of agreement to the contrary, shall be subject to removal by resolution of the directors at any time, with or without cause. An officer of the Association ceases to hold office when they die, resign, or are removed from office. A resignation of an officer becomes effective at the time a written resignation is sent to the Association, or at the time specified in the resignation, whichever is later.
- There shall be a chair, a vice-chair, a secretary and a treasurer, or in lieu of a secretary and treasurer, a secretary-treasurer, and such other officers as the Board may determine from time to time. One person may hold more than one office except the offices of chair and vice-chair. The chair and vice-chair shall be elected by the Board from among their number at the first meeting of the Board after the annual election of the Board, provided that, in default of the election, the incumbents, being members of the Board, shall hold office until their successors are elected. The other officers of the Association need not be members of the Board and the employment of all officers shall be settled from time to time by the Board.
- The duties of all officers of the Association shall be such as the terms of their engagement call for or the Board requires of them.
- A chair or co-chair will be elected by the Board. The chair shall, when present, preside at all meetings of the members of the Association and of the Board. The chair with the secretary or other officer appointed by the Board for the purpose shall sign all special resolutions. During the absence or inability of the chair, their duties and powers may be exercised by the vice-chair and if the vice-chair, or such other director as the Board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the chair shall be presumed with reference thereto.
- The vice-chair shall assume the duties of the chair in the absence of the latter.
- The Treasurer shall oversee the financial operations and chair the audit committee as may be appointed by the board of directors from time to time.
- The secretary shall be ex officio clerk of the Board. The secretary shall attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for that purpose. The secretary or designated person shall give all notices required to be given to members and to directors. The CEO, under the authority of the Secretary, shall be the custodian of the seal of the Association, should the Association have a seal, and of all books, papers, records, correspondence, contracts and other documents belonging to the Association. Such documents shall be maintained by the CEO and made available to the Board as required. The secretary shall perform such other duties as may be determined by the Board.
Chief Executive Officer (CEO)
- The CEO shall be charged with the general management and supervision of the affairs and operations of the Association. The CEO shall provide written operational and financial reports to the Board on a schedule determined by the Board. The Board may delegate to the CEO full or restricted authority to manage and direct the business and affairs of the Association (except such matters and duties as by law must be transacted or performed by the Board or by the members in general meeting). The CEO, board of managers or manager and board of managers shall conform to all lawful orders given to him or them by the Board and shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Association.
Delegation of Authority
- In case of the absence or inability to act of any agent or employee of the Association or for any reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such person or persons to any other person or persons.
- All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, including the CEO, agent or agents of the Association or in such manner as shall from time to time be determined by resolution of the Board as set forth in a memorandum of financial delegation, such delegation to be reviewed by the Board from time to time as appropriate.
The directors may from time to time:
49.1. borrow money on the credit of the Association; and
49.2. issue, sell or pledge securities of the Association; and
49.3. charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association to secure any securities, any money borrowed, any other debt, or any other obligation or liability of the Association;
provided that debentures shall not be issued without the sanction of a special resolution of the Association.
From time to time the directors may authorize any director, officer or employee of the Association or any other person to make arrangements with reference to the moneys borrowed or to be borrowed, as to the terms and conditions of the loan thereof, as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Association as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association.
Audit, Appointment and Remuneration
- The financial statements of the Association shall be audited each year as prescribed by the Societies Act and its regulations.
The members shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting. If an appointment of auditors is not made at any annual general meeting, or the annual general meeting is not held, the directors may appoint an auditor of the Association for the current fiscal year and fix the remuneration to be paid to the auditor.
The directors may fill any vacancy in the office of auditor but, while any such vacancy continues, the surviving or continuing auditor or auditors (if any) may act. The remuneration of the auditors of the Association shall be fixed by resolution of the members or, if the members so resolve, by the directors.
For the purposes of this Section, audit shall mean a review engagement, audit engagement by an professional accountant, or internal audit by any director, officer or executive employee of the Association as set out in Section 51.
- Any director, officer or executive employee of the Association may be appointed auditor of the Association provided that the appointment is approved by a majority of the votes of the voting members cast at the annual general meeting or other meeting called by the Board of Directors in person or by proxy.
Rights and Duties
– Every auditor of the Association shall have a right of access at all times to all records, documents, books, accounts and vouchers of the Association and is entitled to require from the directors and officers of the Association such information and explanation as may be necessary for the performance of the duties of the auditor. The auditors of the Association are entitled to attend any meeting of members of the Association at which any accounts that have been examined or reported on by them are to be laid before the members for the purpose of making any statement or explanation they desire with respect to the accounts.”
Seal of the Association
- The Board may adopt a seal which shall be the common seal of the Association.
Control of Seal
- The common seal of the Association shall be under the control of the directors or delegated representative, and the responsibility for its custody and use from time to time shall be determined by the directors.
- The bylaws of the Association shall not be altered or added to except by a special resolution of the Association.
- For all purposes of the Association, “special resolution” shall mean a resolution passed by the votes of not less than 75% of those members who, if entitled to do so, vote in person or by proxy at a general or special meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
Books and Records
- The Secretary, some other officer specially charged by the Board with that duty, or other delegate authorized by the Board shall maintain and have charge of the minute books of the Association and shall record or cause to be recorded therein minutes of proceedings of all meetings of members and directors.
Inspection of Books by Members
The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being directors and no member (not being a director) shall have any right of inspecting any account or book or document of the Association except as conferred by law or authorized by the directors or by resolution of the members, whether previous notice thereof has been given or not.
In all bylaws of the Association the singular shall include the plural and the plural the singular; the word "person” shall include corporations, societies and associations and the masculine shall include the feminine. Wherever reference is made to any statute or section thereof such reference shall be deemed to extend and apply to any amendment to said statute or section, as the case may be.
If the Association shall be wound up or dissolved then all its assets and accumulated income is to be transferred to a non-profit organization as may be directed by the Association or, upon failure of the Association to make such direction, as may be directed by a Judge of the Court of Queen's Bench of Alberta.
The fiscal year of the Association shall terminate on a day in each year to be fixed by the Board and the financial statements of the Association's affairs for presentation to the members at the annual meeting shall be made up to that date.