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Bylaws – Ethics – Standards

Professional Energy Marketers Association

Incorporated in 2015

Article I

Name

The Association shall be incorporated under the name of the Professional Energy Marketers Association, Inc., hereinafter called PEMA or simply the Association.

Article II

Definitions

As used in these Bylaws and in any and all other organizational documents, the following definitions shall apply:

Section 1. “Energy Marketing” shall mean the actual performance or supervision of any one or more of the following functions:

  1. Negotiating for the transaction of hydrocarbon molecules.
  2. Negotiating different types of business arrangements that include agreements to provide for the movement of hydrocarbon molecules.

Section 2. “Energy Marketing Professional” shall mean a person whose primary role and/or function is transacting, administering, and/or facilitating the purchase and/or movement of hydrocarbon molecules.

Article III

Mission Statement

PEMA shall be an organization of persons directly and professionally associated with transacting hydrocarbon molecules within the energy industry.  PEMA’s mission is to promote the highest standards of performance for all Energy Marketing Professionals.  The organization specifically focuses on educational tools and resources to improve the skill and knowledge of the membership by providing a platform for the exchange of ideas and experiences in order to improve the efficiency, optimization, responsible extraction, sale and movement of hydrocarbon molecules.

Article IV

Membership

Eligibility for membership and the acceptance of any application therefor shall be determined by a majority vote of the Board of Directors and shall be premised on the qualifications set forth below for each class of membership.

(1) Active Membership:

An applicant who is professionally employed in a position of responsibility, or who is self-employed, as an Energy Marketing Professional as defined above.

(2) Honorary Membership:

An Honorary Membership and election into the Energy Marketer Circle of Honor shall be by action of the Board of Directors.

All past presidents of the Association and Energy Marketer Circle of Honor members shall be Honorary Members.

Honorary Members will not have voting rights for any PEMA related matters.

Article V

Location

Professional Energy Marketers Association shall be based in Oklahoma City, Oklahoma, and shall meet periodically for the furtherance of the Mission Statement hereinabove stated.

Article VI

Amendments to Membership Classifications, Rights, and Duties

The membership requirements, rights, and duties of all classes of membership including, but not limited to Active Members and Honorary Members, which are specifically set in these Bylaws may be modified only by an amendment to these Bylaws as provided hereinbelow.  All other classifications of membership and the membership requirements, rights, duties, and obligations attached to each classification shall be established or may be modified by a three-fourths (3/4) vote of those officers and directors present and voting at a regularly scheduled Board of Directors meeting.  The process for application for membership shall be established by a three-fourths (3/4) vote of those officers and directors present and voting at a regularly scheduled Board of Directors meeting.

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the voting members present either in person or by proxy and voting at the regular annual membership meeting or by mail ballot if the Board of Directors so determines.  Members shall receive at least thirty (30) days’ notice of the proposed amendment.

Section 2. No proposed amendment to these Bylaws shall be submitted to the membership unless:

  1. The proposed amendment has been approved by majority vote of the Board of Directors; or
  2. No later than ninety (90) days prior to the date of the next succeeding annual meeting the proposed amendment shall have been submitted in writing to the Secretary, bearing the signatures of not less than fifty (50) Active Members in good standing, and shall be published, in writing, to the membership in advance of the annual meeting.

Article VII

Misconduct

Any questions of misconduct of a member which may result in disciplinary action against the member should be referred to the Board of Directors.  Such violations shall include but not be limited to:

  1. Violation of any provisions of the Bylaws, Code of Ethics, Standards of Practice, or any rule, regulation, or order adopted pursuant thereto;
  2. Aiding or abetting any unauthorized use of the title “Certified Professional Energy Marketer” or CPEM; “Registered Professional Energy Marketer,” or RPEM; “Registered Energy Marketer” or REM;
  3. Any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as an Energy Marketing Professional;
  4. Conviction of the member of a criminal offense classified as a felony.

Article VIII

Resignation

Any member of whatever classification may resign from PEMA with such resignation in writing addressed to the President and/or the Board of Directors; provided, however that any such resignation which is (1) tendered by a member who has been accused of misconduct, and (2) received by PEMA after the date that the member is under an active investigation by the Ethics Committee to investigate the matter, shall be deemed to be a resignation submitted pursuant to Article XVII, Section 7, of these Bylaws.

Section 1. Effective date  of Resignation or Forfeiture of Membership.

An individual who resigns or forfeits his membership for any reason ceases to have any rights in PEMA, including use of CPEM, RPEM, REM or any other PEMA designation.

Section 2. Reinstatement.

Any Member who has voluntarily resigned or failed to renew their membership within the immediately preceding one year, may be reinstated as a Member in the same classification upon approval by the Board of Directors and payment of all previously unpaid membership fees or dues accruing during the same period of time, provided such person is not otherwise disqualified from membership. Persons who have resigned or failed to renew their membership during or as a result of misconduct shall not be eligible for reinstatement under this provision.

Article IX

Certification

Section 1. PEMA shall establish and maintain a Certification Program. The terms of the Certification Program shall be set or amended by a two-thirds (2/3) majority vote of those directors present at a meeting of the Board of Directors.

Section 2. The Certification Program shall be administered by the Certification Committee.

Section 3. The status of “Certified Professional Energy Marketer” (“CPEM”) or “Registered Professional Energy Marketer” (“RPEM”) or “Registered Energy Marketer” (“REM”) shall be granted only to an Energy Marketing Professional.

Section 4. Any person who has ever been convicted of a criminal offense classified as a felony shall be granted the CPEM, RPEM, REM or any other designation only upon the recommendation of the Certification and by a three-fourths (3/4) majority vote of those directors present at a meeting of the Board of Directors.

Article VIII

Fund Raising

Fund raising will come through membership dues, Certification Program, workshop fees, promotional opportunities, sponsorships and donations.

Article IX

Meetings and Events

(1) The meetings and events of the organization shall be:

(a) Regular Association meetings and events will be held at such time and place as may be designated by the Board of Directors.  Prior notice of such meetings shall be given to the membership.

(b) Special Association meetings and events may be held by vote of the Board of Directors at any time the affairs of the organization necessitate that such a meeting be held, with due notice thereof to be given by the President or Board of Directors Chairman.

(2) Voting at a meeting of the PEMA membership shall be either in person or by proxy. All proxies shall be executed in writing in the form and manner prescribed by the Board of Directors and shall be signed by the member granting the proxy. The executed proxy shall be submitted to the Secretary within the time prescribed by the Board of Directors, but in any event not later than seven (7) days prior to the meeting at which the vote is to be taken.

Article X

Officers and Duties

(1) The officers of PEMA shall be a Board of Directors Chairman, President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. Officers shall be elected as provided in Article XII and shall serve for a term of one (1) year, with exception to PEMA President as outlined in Article X (3) (d). They shall take office on January 1 of the year in which they were elected. An officer shall not hold two (2) offices concurrently. Each officer shall be required to an Active Member and a CPEM.

(2) The duties of the Board of Directors Chairman shall be to:

(a) Preside at all regular and special meetings of the Board of Directors.

(3) The duties of the President of the organization shall be to:

(a) Preside at regular and special meetings of the organization, except the regular and special meetings of the Board of Directors.

(b) Appoint all committee members with approval by a three-fourths (3/4) majority vote of those directors present at a meeting of the Board of Directors.

(c) Be Ex-Officio member of all committees.

(d) William (Bill) Shanahan shall serve as President of the organization from December 1, 2015 through December 31, 2021.  Colby D. Tiffee shall serve as President of the organization from January 1, 2022 through December 31, 2026.  Leigh Ann Cales shall serve as President of the organization from January 1, 2027 through December 31, 2031.

(4) The duties of the First Vice President of the organization shall be to:

(a) Succeed to all the powers and duties of the President during the absence of the President.

(b) Be responsible for the periodic issuance of, and revision to, the Membership Directory of the Association.

(5) The duties of the Second Vice President and Program Chairperson of the organization shall be to:

(a) Succeed to all powers and duties of the President during absence of President and First Vice President.

(b) Be responsible for providing programs for all regularly scheduled meetings of the organization.

(6) The duties of the Treasurer of the organization shall be to:

(a) Collect all dues and assessments from all members of the organization and maintain accurate records thereof.

(b) Pay all expenses of the organization when such payments shall have been first duly authorized by the Executive Committee.

(c) Prepare an annual financial statement correctly reflecting the financial condition of the organization, and statements at any other time when so directed by the Board of Directors, by the President or by the Executive Committee.

(7) The duties of the Secretary of the organization shall be to:

(a) Keep a true and perfect record and minutes of all regular and special Board of Directors meetings.

(b) Maintain the membership rolls and handle all routing of communications and notices of the organization and special communication as directed by the Board of Directors or President.

 

Article XI

Directors

In addition to the officers of the organization as set out under Article X above, the organization shall annually elect three (3) Directors whose duties shall be to serve for a two-year period on the Board of Directors as hereinafter set out; provided that, in its initial year, the organization shall elect six (6) directors, three (3) of whom will serve a one-year term and the remaining three (3) directors to serve a two-year term.

Article XII

Election of Officers and Directors

(1) The election of Officers and Directors shall be held at the regular meetings in October of each year unless otherwise provided by the Board of Directors.

(2) The Officers and Directors shall be elected by a majority of the Active Members present and voting at such meeting.

(3) The terms of office of the Officers of the organization shall be for a period of twelve (12) calendar months beginning on the first day of January immediately following their election; provided, however, that no Officer or Director shall be relieved of the duties of office until a successor has been duly elected; and provided further that in December of each year following the election, the retiring President shall call a special meeting for the first convenient day in January to install the newly elected Officers and Directors.

(4) When a vacancy shall occur because of the ineligibility, resignation or the permanent absence of any Officer or Director, the President shall call a special meeting of the Board of Directors to be held for the purpose of holding an election to fill such vacancy. Notice of such meeting shall be issued to all members at least ten (10) days prior to the meeting.  An officer or a director may be replaced by a majority vote of the Board of Directors if he is absent from three (3) consecutive Board meetings.

(5) At least thirty (30) days prior to a regular meeting for the election of Officers and Directors, the President shall appoint a nominating committee of not less than three (3) and not more than five (5) members of the organization whose duty it shall be to report back a slate (one candidate for each office) of Officers and Directors to the organization for consideration at the forthcoming election; provided, however, that if the meeting is called for a special election to fill a vacancy, the appointment of the nominating committee shall be made not less than five (5) days preceding the mailing of notices as provided under Section 6 below.

(6) At least ten (10) days prior to a meeting called for an election of Officers and Directors, the Secretary shall cause a notice to be sent to all Active Members of the organization of the slate of Officers and Directors proposed by the nominating committee. The Secretary shall serve as the election officer for the purpose of canvassing and certifying the results of the election. The results of the election shall be certified to the Board of Directors within five (5) days after canvassing the returns; the Board shall announce the results thereof to the membership.

(7) If any office other than the presidency is vacated, it shall be the duty of the Board of Directors to appoint an Active Member to fill such vacancy for the unexpired term. If the office of First Vice-President is vacated, the person appointed to fill such vacancy for the unexpired term shall not serve as President-elect solely by reason of such appointment.

(8) As soon as practical after the certification of the results of the election, the President-elect shall appoint the chairmen and shall approve the members of all committees who are to serve during the ensuing year, except for the assistant chairman of each committee, who shall be appointed by the First Vice President. Committee members other than the chairman and vice chairman shall be appointed to three-year terms, or to fill the remaining term of a vacancy. The President-elect shall, if practical, advise all appointees for committee chairman and assistant chairman thirty (30) days prior to the annual meeting and announce all such appointments at the annual meeting of PEMA, which announcement may be by publication.

 

Article XIII
Board of Directors

(1) The Board of Directors shall be composed of elected officers of PEMA, Board of Directors Chairman(s), Immediate Past President and Directors.

(2) The Board of Directors shall be responsible for the affairs of PEMA between meetings of the membership.  Meetings shall be called by the President and meet at such other times as may be deemed necessary by the President to properly conduct their duties or upon petition by three (3) Delegate members of the Board of Directors.  Written notice of at least ten (10) days shall be given for meetings of the Board.

(3) The Board of Directors shall set the amount of annual dues, which may be changed by a three-fourths (3/4) majority vote of those directors present at a meeting of the Board of Directors.

(4) The Board of Directors may approve disbursements as recommended or proposed by any officer or Chairman.

(5) A majority of the members of the Board of Directors shall constitute a quorum at a meeting of the Board. A vote of the majority of the Board may ratify any action approved by a meeting of less than a quorum unless a higher voting requirement is set by these Bylaws for a particular action, in which case the higher voting requirement shall apply.

(6) On order of the President, business of the Board of Directors may be conducted telephonically, by mail, by electronic mail, or in any other manner reasonable under the circumstances, but any vote taken telephonically, by mail, electronic mail, or by any other manner than in person shall be presented for ratification at a meeting of the Board. Proxy voting shall be prohibited. If a meeting is conducted other than at a regularly scheduled meeting of the Board of Directors, the Secretary shall make a record of attendance by roll call and a record of any vote taken.

(7) The duties of the Board of Directors shall be as follows:

(a) To administer the affairs of the organization.

(b) To pass upon the eligibility and acceptance of applicants for membership.

(c) To have general supervision of the finances of the organization and approval of expenditures.

(d) To call special meetings.

(e) Serve as final authority involving disciplinary measures upon appeal of a decision of the Ethics Committee.

(8) By a three-fourths (3/4) majority vote of the entire Board of Directors, the membership of any member in this organization may be suspended or terminated for misconduct, delinquency in the payment of assessments, or failure to maintain eligibility requirements.

Article XIV
Dues and Assessments

(1) “Annual dues,” as hereinafter provided, shall cover the period July 1st each year through June 30th of the next succeeding year.

(2) The annual dues assessed all members shall be determined annually by the Officers and Directors and are payable on the first day of July each year.

(3) The membership of any member in this organization who does not pay such dues by September 1st, shall automatically terminate as of 12:01 A.M. on September 2nd, of the year for which said dues are delinquent; and any such person wishing to again become a member of this organization shall make application for new membership, which shall be acted upon in due order of business. The said annual dues may be suspended, increased, or reduced by the Executive Committee upon determination by said Committee of the funds required for the proper financing of the organization for the fiscal year in which said dues are payable.

(3) Any applicant admitted to membership during the membership year shall pay the full amount of the annual dues assessed for such year except as may be provided by the Executive Committee under Section 2 above.

(4) The fiscal year of this organization shall begin January 1.

(5) Special assessment may be made and will be effective only upon being passed by a vote of three-fourth (3/4) majority of the Active Members of the organization present and voting at any regular or special meeting, provided that written notices of such meeting and special assessment proposed shall have been mailed to all Active Members at least ten (10) days prior to such meeting.

(6) Dues or special assessments shall not be refundable to a member for any purpose.

Article XV
Parliamentary Rules

The rules contained in Robert’s Rules of Order Newly Revised shall govern PEMA in all cases not

provided for by these Bylaws.

Article XVI
Code of Ethics

The Code of Ethics shall be the basis of conduct, business principles and ideals for the members of PEMA; and it shall be understood that conduct of any PEMA member inconsistent with the provisions set forth in this Article shall be considered unethical and said individual’s membership status shall be subject to review for possible disciplinary action as prescribed in Article XVII of these Bylaws.

 

In the area of human endeavor involving trading under competitive conditions, ethical standards for fair and honest dealing can be made increasingly meaningful by an association organized and dedicated not only to the definition, maintenance, and enforcement of such standards, but to the improvement and education of its members as set out in the Standards of Practice.

 

Section 1. It shall be the duty of the Energy Marketing Professional at all times to promote and, in a fair and honest manner, represent the industry to the public at large with the view of establishing and maintaining goodwill between the industry and the public and among industry parties. The Energy Marketing Professional, in dealings with other Energy Marketing Professionals, industry parties, and others outside the industry, shall conduct business in a manner consistent with fairness and honesty, such as to maintain the respect of the public.

Section 2. Competition among those engaged in the mineral and energy industries shall be kept at a high level with careful adherence to established rules of honesty and courtesy. An Energy Marketing Professional shall not betray his partner’s, employer’s, or client’s trust by directly turning confidential information to personal gain.

The Energy Marketing Professional shall exercise the utmost good faith and loyalty to his employer (or client) and shall not act adversely or engage in any enterprise in conflict with the interest of his employer (or client). Further, he shall act in good faith in his dealings with industry associates. The Energy Marketing Professional shall represent others only in his areas of expertise and shall not represent to be skilled in professional areas in which the member is not professionally qualified.

Article XVII
Ethics Committee

The Ethics Committee shall be responsible for upholding the ethical standards of PEMA by making recommendations to the Board of Directors for appropriate action.  The Ethics Committee shall consist of at least nine (9) members, appointed by the President.  The President may designate alternate members for a hearing, who may serve in the place of absent Ethics Committee members for the purpose of conducting hearings as provided herein.  Except for the chairman and assistant chairman, the identity membership of the Ethics Committee shall be kept confidential other than to the Board of Directors.  This Committee shall also be responsible for decisions on disciplinary action based on unethical actions by a member under the following procedures.

Section 1. Investigation.

Written allegations of misconduct in violation of the Code of Ethics, Standards of Practice or any portion of these Bylaws shall first be submitted to the First Vice-President.  Such allegations should be accompanied by a full statement of the evidence in support thereof.  The First Vice-President shall refer such allegations of misconduct to the Chairman of the Ethics Committee.  The Ethics Committee may appoint an investigating committee to examine allegations or, in the alternative, investigate charges itself.  If in the judgment of said investigating committee there exists probable cause necessitating a hearing, it shall prepare and file with the Ethics Committee a formal complaint against the accused member.  Such complaint shall set forth in writing the misconduct alleged and the specific provisions of the Code of Ethics, Standards of Practice, Bylaws, or rules or regulations alleged to have been violated by such misconduct.  In addition, the Ethics Committee on its own motion may appoint an investigating committee to examine indications or information of misconduct coming to the attention of such committee when, in its judgment, such investigation is in the best interest of the Association and its members.  The First Vice-President shall be kept informed of the progress of all investigations and subsequent actions.  If the First Vice-President or Chairman of the Ethics Committee is the subject of an allegation of misconduct, the complaint shall be submitted to the President who shall then appoint an independent investigating committee composed of Active Members, which investigating committee shall refer its findings to the President and Assistant Chairman of the Ethics Committee for such action as may be appropriate pursuant to these Bylaws.  An investigation is deemed to have commenced upon receipt of a complaint in accordance with language in this section.

Section 2. Notice of Hearing.

As soon as possible after the receipt of formal charges, the Ethics Committee shall fix the date and place for hearing and shall give to the accused member notice in writing not less than thirty (30) days before said date, accompanied by a copy of the formal charges and a copy of this Article and the current Code of Ethics.

Section 3. Hearing.

On the date fixed for the hearing, the attendance of at least two-thirds (2/3) of the members of the Ethics Committee or designated alternates shall constitute a quorum for the conduct of the hearing as provided for in this section.  Members of the Ethics Committee may attend hearings or other meetings of the committee either in person, telephonically or by such other means as may be reasonable under the circumstances.  The accused member may appear with legal counsel before the Ethics Committee, hear any witnesses called in support of the charge and have the option to cross-examine the same, present witnesses of his own, or submit oral or written statements in his own behalf. The investigating committee may likewise appear with legal counsel, present witnesses, and have the right of cross-examination.  The accused member may, by written notice addressed to the Chairman of the Ethics Committee, postmarked not less than ten (10) days prior to the date of the hearing, waive personal appearance and request the Ethics Committee to adjudge the matter on the basis of a written statement of defense accompanying such letter.  Failure of the accused member to appear or submit a waiver letter and a written defense shall not prevent the Ethics Committee from rendering judgment on the basis of the evidence available to it on the hearing date.  Minutes of the hearing shall be taken by the presiding officer or his designee and shall include, at a minimum, verbatim recitation of the charges, motions, voting results and exhibits offered by either party.  These minutes shall be the official record of the hearing.

Section 4. Decision of the Committee.

After the conclusion of the hearing or study of the written defense submitted in lieu thereof, the Ethics Committee shall consider and vote to sustain or dismiss the charges.  By a two-thirds (2/3) vote of those present, the Ethics Committee shall decide which of the following actions shall be taken: (a) dismissal of complaint; (b) censure; (c) suspension of membership for a stated period of time; (d) allowed to resign; (e) expulsion; (f) revocation or suspension of certification.  The chairman, or the assistant chairman acting in his place, shall notify the accused member in writing as to the committee’s decision within a reasonable time but not later than thirty (30) days from the decision.  If censure is the decision, the Chairman shall so notify all participants in the proceedings and the Board of Directors.  If the decision of the Ethics Committee is suspension, allowance of resignation, or expulsion, and no appeal has been filed within thirty (30) days after notice of such decision, the Ethics Committee shall thereafter notify the membership of such decision in any PEMA authorized publication.  If an appeal is filed pursuant to Section 5 hereof, then a final decision by the Board of Directors for suspension, allowance of resignation, or expulsion shall be followed by notice to the membership of such decision in any PEMA authorized publication.

Section 5. Appeal Procedure.

The accused member shall have the right to file an appeal request with the Board of Directors within thirty (30) days after notification of the decision is made by the Ethics Committee.  After receipt of the request for appeal, the Board of Directors shall fix the date and place for a hearing and shall give the appellant written notice not less than thirty (30) days before said date. On the date fixed for the hearing, the attendance of at least two-thirds (2/3) of the members of the Board of Directors shall constitute a quorum for the conduct of the hearing.  Proceedings of the hearing shall be at the direction of the Executive Committee.  No new evidence shall be received at the appeal hearing.  The decision by two-thirds (2/3) of those present shall render a judgment to sustain the decision of the Ethics Committee or render a different judgment.  The decision of the Board of Directors shall be final.  Without exception, each member, by becoming a member, agrees not to seek review of a final decision by the Board of Directors in any court of law.

Section 6. Period of Suspension.

The period of suspension shall begin upon the date established in the decision to suspend and shall run for the time specified.  At the termination of the suspension period, the individual shall be reinstated under the following conditions: (1) sponsorship by three (3) Active Members consisting of letters attesting to the suspended individual’s good behavior during the suspension; (2) upon payment of current dues, which shall not be prorated for the balance of the year, and (3) upon such other terms and conditions as the Ethics Committee may determine.

Section 7. Resignation.

Upon the recommendation of the Ethics Committee, acceptance by the Board of Directors of the accused member’s resignation from PEMA at any stage in the foregoing prescribed procedure shall automatically terminate the proceedings.  The membership shall be notified of such resignation in any PEMA authorized publication.

Section 8. Expulsion.

The person who is expelled from PEMA under these proceedings shall thenceforth be ineligible for reinstatement to membership except as stated in Section 9.

Section 9. Reapplication for Membership.

An individual who has resigned under Section 7 or was expelled under Section 8 above shall be eligible to apply for reinstatement to membership three (3) years following the date of resignation or expulsion.  Reinstatement shall require sponsorship by three (3) Active Members of PEMA consisting of letters attesting to the suspended individual’s good behavior during the period of resignation or expulsion and approval by the majority of the Board of Directors at the next regularly scheduled meeting after review and recommendation by the Ethics Committee.

Section 10. Notice.

Any notice required to be given or document required to be served shall be sent by certified mail or commercial carrier (receipt verified) addressed to the Party’s address on file with PEMA.  A notice shall be deemed given when deposited in the USPS or with a commercial carrier.

Article XVIII
Indemnification

Section 1. Each person who acts as a PEMA director, officer, or committee member shall be indemnified by PEMA for any costs, expenses, and liabilities which may be imposed upon or reasonably incurred by the member in connection with any civil or criminal action, suit, or proceeding in which the member may be named as a party defendant by reason of any action alleged to have been taken or omitted by the member in any such capacity; provided that in any case the right for indemnification herein provided for shall not extend to any costs, expenses, or liabilities imposed upon or incurred by any director, officer, or committee member in relation to matters as to which the member shall be finally adjudged to be liable for negligence or misconduct in the performance of his duties as a director, officer, or committee member or to any sum paid by the member to PEMA in settlement of any action, suit, or proceeding based on his alleged dereliction of duty, unless settlement thereof or a plea of nolo contendere (or other plea of substantially the same import and effect) in the opinion of counsel for PEMA appears to be in the interest of PEMA, or the court in which the suit was brought shall determine upon application, that despite the adjudication, but in view of all the circumstances, the member is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 2. PEMA may pay in advance any expenses (including attorney’s fees) which may become subject to indemnification if the Board of Directors authorized the specific payment and the person receiving the payment undertakes in writing to repay unless it is ultimately determined that the member is entitled to indemnification by PEMA under this provision.

Section 3. The indemnification provided by this section shall not be exclusive of any other rights to which a person may be entitled by law, PEMA Bylaws, agreement, a vote of directors, or otherwise.

Section 4. PEMA may purchase and maintain insurance on behalf of any person who holds or who has held any position as a director, officer, or committee member of PEMA, against any liability incurred by the member in any such position, or arising out of his status as such, whether or not PEMA would have the power to indemnify the member against such liability under the provisions of this section.

Article XIX
Dissolution

In the event of the dissolution of the association, all of its property and assets remaining after the payment or satisfaction of claims and demands against it shall be distributed to such nonprofit organization or corporation of like purpose or purposes as the Board of Directors may designate; and in no event shall any of such property or its proceeds be distributed to members as reimbursement of contributions, assessments or dues.

Code of Ethics

The Code of Ethics shall be the basis of conduct, business principles and ideals for the PEMA members; and it shall be understood that conduct of any member of the Association inconsistent with the provisions set forth herein shall be considered unethical and said individual’s membership status shall be subjected to review for possible disciplinary action as prescribed in Article XVII of these Bylaws.

In the area of human endeavor involving trading under competitive conditions, ethical standards for fair and honest dealing can be made increasingly meaningful by an association organized and dedicated not only to the definition, maintenance, and enforcement of such standards, but to the improvement and education of its members as set out in the Standards of Practice.  Such practicing standards are the PEMA standards and objective.

Section 1. It shall be the duty of the Energy Marketing Professional at all times to promote and, in a fair and honest manner, represent employer’s and/or clients with the view of establishing and maintaining goodwill between and among industry parties.  The Energy Marketing Professional, in any dealings with other Energy Marketing Professionals, industry parties, and others outside the industry, shall conduct business in a manner consistent with fairness and honesty, such as to maintain the respect of all interested parties involved.

Section 2. Competition among those engaged in the energy industry shall be kept at a high level with careful adherence to established rules of honesty, fairness, and courtesy.  An Energy Marketing Professional shall not betray his partner’s, employer’s, or client’s trust by directly turning confidential information into personal gain.

The Energy Marketing Professional shall exercise the utmost good faith and loyalty to his employer (or client) and shall not act adversely or engage in any enterprise in conflict with the interest of his employer (or client).  Further, he shall act in good faith in his dealings with the other industry associates.  The Energy Marketing Professional shall represent others in his areas of expertise and shall not represent to be skilled in professional areas in which the member is not professionally qualified.

Standards of Practice

The Bylaws of the Professional Energy Marketers Association provide that a Code of Ethics has been established “to promote and maintain a high standard of professional conduct” for each member.  The Code of Ethics is the basis of conduct, business principles and ideals for all PEMA members.  This standard of professional conduct and these guiding principles and ideals, mandated by the Code of Ethics within the PEMA Bylaws, are summarized as follows:

 

A. Fair and honest dealing so as to preserve the integrity of the profession (Article XVI, Section 1);

B. Adherence to a high standard of conduct in fulfilling any fiduciary duties (Article XVI, Section 2);

C. Avoiding business activity which may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information (Article XVI, Section 2);

D. Performance of professional services in a competent manner (Article VII, Section C);

E. Adherence to any provisions of the Bylaws, Code of Ethics, or any rule, regulation, or order adopted pursuant thereto (Article VII, Section A);

F. Avoiding the aiding or abetting of any unauthorized use of the title “Certified Professional Energy Marketer,” “Registered Professional Energy Marketer” or “Registered Energy Marketer” (Article VII, Section B); and

G. Avoiding any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as an energy marketing professional (Article VII, Section C).