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Copyright © 2016 Offshore Operators Committee (updated April 2017)

OOC Bylaws

BY-LAWS OF OFFSHORE OPERATORS COMMITTEE

December 11, 1974 Amended March 20, 1991 Amended November 15, 2000 Amended June 2, 2004 Amended June 3, 2009 Amended October 15, 2013

I General Statement

The name of this organization is Offshore Operators Committee ("the Committee").  The Committee is a non profit organization comprised of any person, firm or corporation owning offshore leases as a Member, and any firm, person or corporation engaged in offshore activity as a drilling contractor, service company, supplier or any other capacity that desires to participate in the work of the Committee as an Associate Member. As used in these By-Laws, the term "GOM offshore" shall have application to the waters and the submerged lands of that portion of the Gulf of Mexico adjacent to the United States, and the territorial sea, bays, and estuaries adjacent to, or forming a part of, the Gulf of Mexico The Committee’s activities are focused on providing its membership with information and technical support that will assist them in conducting their offshore activities in a manner that will promote sound operational safety and environmental practice.

II Mission Statement

Specifically, the Committee will be actively engaged in, but not limited to the following activities:

2.1 To conduct a cooperative effort to become familiar with and to stay informed as to the laws, rules and regulations adopted or being considered by the various governmental entities asserting jurisdiction over matters affecting the GOM offshore petroleum industry, and to consult with and advise such governmental entities concerning matters affecting the GOM offshore petroleum industry, including but not limited to:

(a) On Operational and regulatory issues, the Committee will serve as a focal point for interaction between its members and the governmental agencies (including
but not limited to the BOEM / BSEE, COE, EPA, Coast Guard and other agencies as warranted) that have jurisdiction over
mineral exploration, development and production activities in the Gulf of Mexico. Note: While not directly involved in issues effecting offshore Alaska, Atlantic and Pacific Oceans the Committee will continue to monitor regulations in those regions
to determine if issues effecting one area could have impact on the other.


(b) Disseminate among its operators and associate members, information regarding existing and pending government agency rule making, notices offshore
operational issues and any other government related issues that impact operational
activities in the Gulf of Mexico


(c) Facilitate participation among operators, contractors, other trade organizations and regulatory representatives through activities, such as forums and
workshops, designed to promote regulatory awareness, or to share information used in the development of prudent operational practice.


2.2 The Committee shall not develop or publish standards and recommended practices for conducting operations but will cooperate with regulators and with other industry organizations in their evaluation, or development of, new or revised domestic or international related standards that will have an impact on its membership’s activities in the Gulf of Mexico


2.3 Conduct such studies and investigations as the Committee may deem appropriate
with respect to the following matters:


(a) Oceanographic studies, weather forecasting, drilling, producing, safety, pollution control, aids to navigation and any other matters commonly affecting offshore operations.


(b) When requested to do so by governmental agencies, or by institutions or associations in the field or engineering, to take part in cooperative studies and investigations of such matters as are not contrary to Federal or State laws and which studies or investigations are not prejudicial to the individual rights of any Member.


(c) Perform, or participate in, studies or investigations to determine or support the Committee's position on various issues affecting operational or regulatory activities. Address requests or requirements for information by regulatory agencies
that relate to offshore operational issues. Engage in any other projects approved by
the Executive Subcommittee and/or the General Membership of the Committee that
support member operations in the Gulf of Mexico.


2.4 Actively recruit all offshore operators and associate members, into the the Committee in order to obtain their participation in, and improve their awareness of, all issues that affect mineral exploration and development in the Gulf of Mexico and the Atlantic Ocean.


2.5 Support activities that help the public to become better informed about our activities
in the Gulf of Mexico.


2.6 To contract for services of any person, partnership, corporation or other entity to
carry out any of the objectives and purposes set forth in this Article II. Only the Chairperson, Vice-Chairperson, Secretary-Treasurer or Executive Director shall be
empowered to execute binding contracts on behalf of the
Committee and then only after approval in accordance with the By-Laws.


III
The Committee - Organization


3.1 MEMBER: Any person, firm, or corporation owning offshore leases and desiring to
participate in the work of the Committee may become a
Member by (1) paying the then current membership fee and accepting these By- Laws, and (2) appointing a Representative and Alternate Representative to the Committee. The appointing Member may replace any such Representative or Alternate Representative at any time.


3.2 ASSOCIATE MEMBER: Any person, firm, or corporation who, although not an
owner of offshore leases, is engaged in offshore activity as a drilling contractor, service company, supplier or other capacity, that desires to participate in the activities of the Committee, may become an Associate Member
upon (1) the affirmative vote of a majority of the Members of the Committee, (2) payment of the then current membership fee and acceptance of
these By-Laws, and (3) the appointment of a Representative and Alternate Representative to the Committee. The appointing Associate Member may replace
any such Representative or Alternate Representative at any time.
An Associate Member's Representative or Alternate Representative shall not be entitled to vote or hold office, but should an Associate Member become the Owner
of a lease or an interest in an offshore lease, such Associate Member is entitled to
become a Member with the rights and privileges thereunto appertaining. Associate
members may, however, serve on standing or special subcommittees of the Committee including the position of Co-chair.
3.3 The officers of the Committee shall consist of a Chairperson, Vice- Chairperson, and
Secretary-Treasurer. Such officers shall be elected and take office at the first general meeting held in the calendar year and their term of office shall be for a minimum of one year.

3.4 The Chairperson shall preside at and conduct meetings of the Committee and, subject to Executive Subcommittee approval, appoint such special and standing subcommittees as deemed necessary and advisable to carry out the purposes of the organization. The Chairperson may appoint individual persons to such subcommittees or may designate companies to furnish members of such subcommittees. In addition the Chairperson may appoint an advocate for the subcommittees from members of the executive subcommittee.


3.5 The Vice-Chairperson shall act in the absence of the Chairperson.


3.6 The Secretary-Treasurer shall maintain the records and files of the Committee,
collect all dues and fees and pay routine and authorized expenses by checks drawn
on the account of the Committee.


3.7 THE EXECUTIVE SUBCOMMITTEE: In addition to the various subcommittees
which the Chairperson is authorized to appoint, there shall be an Executive Subcommittee of up to sixteen (16) individuals consisting of the following persons,
whose tenure of office shall be for a minimum of one (1) year, corresponding to the
tenure of office of the officers of the Committee. The Executive Subcommittee will be chosen as follows:


(a) One shall be the current Chairperson of the Committee
who shall also be Chairperson of the Executive Subcommittee.


(b) One shall be the current Vice-Chairperson of the
Committee who shall also be Vice-Chairperson of the Executive Subcommittee.


(c) One shall be the current Secretary-Treasurer of the Committee who shall also serve as the Secretary-Treasurer of the Executive Subcommittee.


(d) One shall be the immediate past Chairperson of the
Committee, if available.


(e) The remaining members shall be nominated by the Executive Subcommittee and elected from Member Representatives by the Membership.


(f) The Chairperson of the Executive Subcommittee shall appoint a special Nominating Committee to identify a slate of officers to serve during the next calendar year. Upon approval of the Executive Subcommittee, the Nominating Committee's recommended slate of officers will be presented to the Membership.


(g) The Executive Subcommittee shall also appoint up to five (5) Representatives of Associate Members to the Executive Subcommittee who shall be entitled to attend all Executive Subcommittee meetings and participate in all discussions but who shall not be entitled to vote or hold any office on the Executive Subcommittee.


(h) No Member shall have more than one employee or Representative on the Executive Subcommittee.


3.8 In the event the Chairperson of the Committee shall at any time before expiration of
his or her term of office, resign, die or otherwise become unable to fulfill such duties, the Vice-Chairperson shall automatically become Chairperson for such remaining unexpired term of office. In the event the Vice-Chairperson or Secretary-Treasurer of the Committee or any elected member of the Executive Subcommittee shall, at any time before expiration of their terms of office, resign, die or otherwise become unable to perform their duties (or, in the case of the Vice-
Chairperson, if he or she automatically becomes Chairperson) the Executive Subcommittee, may select a replacement to serve for the remaining unexpired term of such office. Selection requires a majority vote of the members attending the
meeting or if polled electronically the majority of votes received.

3.9 The duties of the Executive Subcommittee shall be, at the request of the Chairperson to:


(a) Provide advice and consultation to the Chairperson with respect to the performance of duties in meeting the objectives of the
Committee.


(b) Approve or disapprove the expenditure of funds as set forth in Article VII of these By-Laws.


(c) Select replacement Committee officers or Executive Subcommittee members as and to the extent authorized by Article III, Paragraph 6 hereof. . Selection requires a majority vote of the members attending the meeting
or if polled electronically the majority of votes received..


3.10 The Executive Subcommittee will meet a minimum of 4 times per year at agreed
upon dates.


3.11 THE EXECUTIVE DIRECTOR: The Committee may contract with a consultant to
serve as the Executive Director of the Committee. The
Executive Subcommittee shall approve the individual(s) selected to be Executive Director. The Chairperson is authorized to enter into a consulting contract with the
Executive Director. The Executive Subcommittee shall approve the compensation
and payments shall be made from general funds of the
Committee or by a per rata assessment on the individual members. The Executive Director will report directly to the Chairperson of the Committee and the duties will include, but are not limited to, the following:


(a) The Executive Director may represent the activities of the Offshore Operators Committee to regulatory agencies, the industry and to the public; provided, however, that any press release or other public statements shall be approved in advance by the Committee's Executive Subcommittee. Refer to the current "Policy to Release OOC Information".


(b) Keep abreast of subcommittee activities and keep the Chairperson and the Executive Subcommittee informed of issues and activities that impact the Committee.


(c) Assists subcommittee chairpersons in organizing major member-funded studies by establishing funding guidelines, negotiating contracts and securing outside technical assistance. The Executive Director also maintains status files on all such projects.


(d) Establishes, identifies, secures and confirms the locations for all general membership meetings and Executive Subcommittee meetings and prepares and distributes the meeting agendas and minutes.


(e) Actively recruits new members for the Committee among all eligible offshore operators and solicits technical support from among the member and associate membership in support of Offshore Operators Committee's subcommittees.


(f) Works with other industry trade associations (COS, GEST, GCAT, API, NOIA, IPAA, IADC,
LMOGA, etc.) on issues of common interest which are generally those with
a potential impact on GOM offshore operations.


(g) Disseminates topical information to the Committee
membership through the Committee's Internet web site or other means.


(h) Assists where necessary in the administrative duties required of the Committee and perform other duties as requested by the
Executive Subcommittee.

(I) Executive Director will be responsible to collaborate/delegate/distribute work to the following: Associate Director and contract Administrative Assistant.

3.12 THE ASSOCIATE DIRECTOR: The Committee may contract with a consultant to
serve as the Associate Director(s) of the Committee. The
Executive Subcommittee shall approve the individual selected to be Associate Director. The Chairperson is authorized to enter into a consulting contract with the
Executive Director. The Executive Subcommittee shall approve the compensation
and payments shall be made from general funds of the
Committee or by a per rata assessment on the individual members. The Associate Director will report directly to the Executive Director and the duties will include, but are not limited to, the following:


(a) The Associate Director may represent the activities of the Committee to regulatory agencies, the industry and to the public.

(b) Keep abreast of subcommittee activities and keep the Executive Director informed of issues and activities that impact the Committee.


(c) Assists the Executive Director and the Committee in accomplishing the goals and task outlined above.

IV Membership Rights

4.1 The right of each Member or Associate Member of the

Committee to act individually concerning any matter within the scope of the Committee shall not be impaired or restricted by the action of the majority of the Committee, and each Member shall have the right individually to take such action as it deems advisable, whether or not such action conflicts with the action of the Committee.

4.2 Any Member or Associate Member may withdraw from the Committee by giving notice in writing and such party shall not be liable for any costs or expenses incurred subsequent to receipt of such notice of withdrawal but
such party shall be liable for their part of all costs and expenses properly incurred prior to receipt of notice of withdrawal.


V
Matter Approval


5.1 All matters coming before the Committee or the Executive Subcommittee (excluding
those relating to Committee Organization under Article III of the bylaws which are reserved solely to the Committee) shall be decided by a majority vote of the Members present and voting when a quorum is present. A majority of the Members
shall constitute a quorum for those matters before the Committee. For those matters before the Executive Subcommittee, a quorum shall be a simple majority of
those members voting where as much notice and supporting information as the time
and circumstances will reasonably permit has been provided.
All matters coming before any sub-committee other than the Executive Sub- Committee shall be decided by a majority of the members of the sub-committee voting in accordance with the following procedures:
The Chair / Co-Chair of the sub-committee has made best efforts to contact all then
current members of the sub-committee with an adequate description and supporting
information on the matter arising and its implications
The Chair / Co-Chair has provided the Executive Sub-Committee with a copy of the
correspondence provided for members of the sub-committee on the matter arising
As much notice as the time and circumstances will reasonably permit has been allotted for the members of the sub-committee to vote or for the Executive Sub-Committee to respond on the matter The Executive Sub-Committee has not exercised its discretion to direct the Chair/Co Chair of the sub-committee to suspend, delay or withdraw the matter from consideration within the allotted time.

5.2 A vote on special matters may be taken by mail or electronic mail, but requests for such votes shall be accompanied by as much notice and supporting information as the time and circumstances will reasonably permit, and if a majority of the Members respond affirmatively the matter shall be considered as approved the same as if voted on in a meeting of the Committee. The Secretary shall advise the membership of the results of all such mail or electronic mail votes and the action taken pursuant thereto.

VI General Membership Meetings

6.1 General meetings of the Committee will be held on the first or second week of June and December. Special meetings of the Committee may be called for by the
Chairperson, with the approval of the Executive Subcommittee, to carry out the purposes and objectives of the Committee.


VII
Authorization for Expenditures


7.1 It is contemplated that the general and administrative expenses of the Committee shall not
exceed $750,000 per calendar year. These routine expenses shall be raised by annual dues assessment of the members. This figure may be changed by vote of the Membership. Any normal project expenses incurred on activities as described in article II including, but not limited to studies, investigations, forums and workshops authorized by the Executive Subcommittee shall be raised from annual
membership dues Project expenses are subject to a limitation of$250,000
in any one calendar year. Any expenditure beyond the approved $250,000, which the
Executive Subcommittee is authorized to expend, shall be approved by the Members
. Any expenditures beyond the $250,000 which has been approved by the Members shall be raised by one of the following means: (1) an equal assessment to Members and Associate Members, (2) an equal assessment to those Members
and Associate Members who have particularly agreed to participate in the expense,
(3) an equal assessment to Members and Associate Members after reduction by amounts particularly subscribed to by any Member or Associate Member, (4) membership dues or (5) such other equitable basis of assessment to Members and Associate Members as may be approved by the Members and Associate Members. Any such assessment and the manner thereof shall be approved and set forth in aresolution adopted as provided in Article V of these By-Laws.

VIII Membership Dues

8.1 Dues shall be established annually by the Executive Subcommittee based on a recommendation from the Secretary-Treasurer.

8.2 In the event a Member or Associate Member has not paid any regular or special assessment within ninety (90) days after receipt of billing from the Secretary-Treasurer, the account of such Member or Associate Member shall be considered delinquent. At the expiration of such ninety (90) days, the Secretary-Treasurer shall e-mail notice of delinquency to such Member or Associate Member and also advise of the delinquency by telephone or E-mail, if possible. In the event the Secretary-Treasurer has not received payment or confirmation of action, within thirty (30) days after the e-mailing of notice of delinquency, such Member or Associate Member can be automatically dropped from the membership as of the end of the thirty (30) day period.

8.3 Such Member or Associate Member shall continue to be liable for their share of accrued obligations incurred prior to termination of membership.

CERTIFICATE

The foregoing By-Laws adopted and agreed to by a majority vote of the Members of
the Committee at a meeting held in New Orleans, Louisiana, on the
11th day of December, 1974 -and as first amended by a majority vote of the Members this
20th day of March, 1991, amended by majority vote of the membership on November 15,
2000, May 21, 2004 to May 27, 2004 and last amended via electronic ballot On June 3, 2009, amended via electronic ballot
On December 3, 2013 amended via electronic ballot
taken

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Original Document Signed________________________ Skip Koshak

Secretary-Treasurer (OOC BY LAWS December 2013 )