Foundation Bylaws

The Bylaws of The Foundation for Natural Resources and Energy Law (the “Foundation”) are hereby amended and restated in their entirety as follows:

ARTICLE I
Organization of the Foundation

Section 1.1.  Management, Control and Governance. Except as otherwise provided in these Bylaws, the management, control and governance of the affairs of the Foundation shall be vested in a Board of Directors whose power and authority are more specifically described in Article III.

Section 1.2.  Constituent Organizations and Trustees. The Foundation shall have Constituent Organizations as described in Article II whose appointed Constituent Trustees together with the other Trustees as provided for in these Bylaws shall make up the Trustees Council described in Article II. The Trustees Council shall provide advice and counsel to the Board of Directors as it requests or as provided by these Bylaws. The Trustees are “delegates” as that term is defined in section 7-121-401 of the Colorado Revised Nonprofit Corporation Act, as amended (the “Act”), and shall have only the rights and obligations expressly set forth in these Bylaws subject to the characteristics, qualifications and limitations expressly set forth in these Bylaws.

Section 1.3.  No Members. The Foundation shall not have “members” as defined and described in section 7-121-401 of the Act. The terms Member or Membership as used in these Bylaws are not, and are not intended to be, the terms “member” or “membership” as defined in the Act or any other Colorado statute related to non-profit corporations. No person shall have any legal or equitable rights granted to a member under the Act or otherwise due to such person being a Member of or having a Membership in the Foundation.

Section 1.4.  Office. The office of the Foundation shall be maintained at the location designated by the Board of Directors.

ARTICLE II
Trustees Council

Section 2.1.  Trustees Council. A Trustees Council is established to be made up of those Trustees appointed or elected and serving as provided in Section 2.2. The Trustees Council shall provide advice and counsel to the Board of Directors and exercise those powers established by these Bylaws.

Section 2.2.  Trustees. The Trustees Council shall be composed of individual Trustees who shall be appointed or elected and serve as follows:

(a)  Constituent Trustees. Each organization admitted and in good standing as a Constituent Organization under Section 2.3 (a “Constituent Organization”) shall have one (1) representative Trustee on the Trustees Council (a “Constituent Trustee”). The Constituent Trustee of each law school shall be appointed by its Dean and be a current full-time or adjunct member of the law school’s faculty. The Constituent Trustee of each other Constituent Organization shall be appointed by the chair, president, chief executive officer or other officer of the Constituent Organization, or in the case of a Trustee representing a bar association, appointed by the chair of the natural resources, mineral, energy or similar section of the bar association, as determined by the bar association. All appointments shall be communicated in writing to the Executive Director.

(b)  Trustees-at-Large. In addition to the Constituent Trustees, the Trustees Council shall include a number of Trustees (“Trustees-at-Large”) who do not officially represent any Constituent Organization. The Trustees-at-Large shall be nominated for election by the Nominating Committee and elected by the Trustees. The number of Trustees-at-Large shall not exceed 25.

(c)  Honorary Trustees. In addition to the Constituent Trustees and the Trustees-at-Large, the Trustees Council shall include a number of Trustees (“Honorary Trustees”) who have made outstanding contributions to the Foundation. Honorary Trustees shall be nominated for election by the Nominating Committee and elected by the Trustees. A person shall be nominated as an Honorary Trustee only if the Nominating Committee determines that the person has demonstrated exceptional and long-time commitment to, and involvement in, the Foundation and its activities.

(d) Other Trustees. In addition to the Constituent Trustees, Trustees-at-Large and Honorary Trustees, all Officers, At-Large Board Members and past Presidents shall be Trustees.

(e)  Qualifications of Trustees. To the extent practical, the individuals appointed or elected as Trustees shall have an established record of involvement in Foundation programs, committees or publications or shall have demonstrated their involvement and engagement in natural resources, energy or related legal education or scholarship in the form of presentations, teaching or professional publications or attendance at institutes, conferences or programs of the Foundation or other nonprofit natural resources or energy organizations or law schools.

(f)  Designation of Representatives. If a Constituent Trustee is unable to attend an Annual Trustees Council Meeting, the Constituent Trustee may designate a representative (a “Representative”) to attend on behalf of the Constituent Trustee by written notice to the Executive Director. A Representative of such a Constituent Trustee should be a person involved or connected to the Constituent Organization and may be a person who is already serving as a Trustee in another capacity. Despite the ability of a Constituent Trustee to designate a Representative, Constituent Trustees are strongly encouraged to attend the Annual Trustees Council Meeting themselves. A Constituent Trustee who repeatedly appoints a Representative and is unable or unwilling to attend the Annual Trustees Council Meeting on a consistent basis should petition their Constituent Organization to replace them with a person who will attend regularly. For clarity, Trustees other than Constituent Trustees may not designate representatives to attend an Annual Trustees Council meeting on their behalf.

Section 2.3.  Constituent Organizations.

(a)  Standards. To qualify or continue to qualify as a Constituent Organization, an organization must promote the mission of the Foundation, including legal research and scholarship in natural resources or energy law or the discussion of natural resources or energy law issues, and shall satisfy the following standards for the applicable type of Constituent Organization:

(i)   Law Schools. United States law schools must be members of the Association of American Law Schools and accredited by the American Bar Association and must provide a curriculum, that when completed, entitles a graduate to a J.D. degree (along with such other degrees that such law school may offer). Such degree must satisfy all legal education requirements of the state where the school is located for admission to practice before the courts of general jurisdiction of that state. A law school located in a jurisdiction outside the United States must establish that it meets the requirements of the highest accrediting body or agency within the jurisdiction and that its degree program satisfies all legal education requirements of the particular jurisdiction where the school is located for admission to practice before the courts of general jurisdiction of that jurisdiction. Law schools that are Constituent Organizations must provide a continuous program of, and demonstrate a continuous interest of the faculty and school in, natural resources and energy law sufficient to promote the educational objectives of the Foundation. The number and frequency of natural resources and energy law classes offered, the number of students who enroll in such classes, the number of full-time faculty who teach and conduct research in the areas of natural resources and energy law, other natural resources and energy law programs offered by the law school, attendance and participation in Foundation programs and access to natural resources and energy law materials produced by the Foundation and other organizations will be considered in determining whether a law school provides a continuous program of, and demonstrates a continuous interest of the faculty and school in, natural resources and energy law sufficient to promote the educational objectives of the Foundation.

(ii)  Industry Associations. Industry associations must be exclusively concerned with one or more natural resources or energy industries, must draw a majority of their membership from persons employed in such industries, must represent an area no smaller than a single state or province, must have sufficient membership so that they fairly represent the class of persons or industries located within the geographical areas they purport to represent and must be nonprofit organizations.

(iii)  Bar Associations. Bar associations within the United States must represent an area no smaller than a single state or federally recognized Indian tribe. Bar associations outside the United States must represent an area no smaller than a single province or territory. Bar associations must have a membership consisting of a majority of the attorneys, lawyers or other persons with similar functions licensed to practice law within the geographical area they purport to represent and must demonstrate a continuous interest in promoting scholarship and education in natural resources and energy law.

(b)  Admission. An application for admission of a new Constituent Organization shall be accomplished by a petition from the dean, chair, president or other executive officer of the organization directed to the President or Executive Director of the Foundation accompanied by such other information as the Credentials Committee shall request to support the application. An organization shall only be admitted as a new Constituent Organization by (i) the affirmative vote of two-thirds of the Trustees present at a meeting of the Trustees Council when a quorum is present, or (ii) the affirmative consent in writing of at least two-thirds of all Trustees, in either case supported by a recommendation from the Board of Directors to the Trustees that the organization be admitted as a Constituent Organization. In determining whether to recommend to the Trustees that an organization be admitted as a new Constituent Organization, the Board of Directors shall consider the qualifications of the organization under these Bylaws, the number of current Constituent Organizations, the balance among the types of Constituent Organizations and the extent to which the Board of Directors determines that the organization will further the mission and strategic goals of the Foundation.

(c)  Withdrawal. An organization may withdraw as a Constituent Organization by notice from the dean, chair, president or other officer of the Constituent Organization to the President or Executive Director.

(d)  Automatic Review Period and Termination for Non-Attendance. A review period shall automatically be imposed on a Constituent Organization if the Constituent Trustee of the Constituent Organization or their Representative does not attend the Annual Trustees Council Meeting for two consecutive years, provided that the Board of Directors, upon good cause shown by the Constituent Organization as determined by the Board of Directors, may suspend the automatic review period for one year. For purposes of this Subsection 2.3(d), attendance at the Annual Trustees Council Meeting shall require attendance at the primary business meeting as designated on the agenda for the meeting. The review period under this Subsection 2.3(d) shall be three years, during which time non-attendance at any Annual Trustees Council Meeting by the Constituent Trustee or their Representative shall result in automatic termination of Constituent Organization status. Notice of the imposition of a review period or termination of Constituent Organization status under this Subsection 2.3(d) shall be provided in writing to the dean, chair, president or other executive officer of the organization.

(e)   Review Period for Other Grounds. In addition to the imposition of a review period for non-attendance under Subsection 2.3(d), a review period may be imposed on a Constituent Organization upon the affirmative vote or written consent of the Trustees under Subsection 2.3(g) for (i) lack of participation in Foundation activities, (ii) failure to continue to meet the qualifications for Constituent Organization status under Subsection 2.3(a), (iii) failure to appoint or elect a Constituent Trustee within one year after a vacancy in the position of the Constituent Trustee, (iv) other noncompliance with these Bylaws, or (v) other just cause as determined by the Trustees under Subsection 2.3(g). If the Board of Directors in consultation with the Credentials Committee determines that a review period should be imposed on a Constituent Organization under this Subsection 2.3(e), then not later than the next Annual Trustees Council Meeting after the determination, the Board of Directors shall recommend the review period to the Trustees and provide a brief statement to the Trustees explaining its recommendation. The review period under this Subsection 2.3(e) shall be three years unless the Trustees vote or consent to a shorter or longer period under Subsection 2.3(g). During a review period under this Subsection 2.3(e), the Constituent Organization shall be provided the opportunity to remedy the circumstances giving rise to the review period.

(f)         Expiration of Review Period or Termination of Status. Not later than the first Annual Trustees Council Meeting after the expiration of a review period of a Constituent Organization imposed under Section 2.3(e), as such period may be extended under this Subsection 2.3(f), the Board of Directors in consultation with the Credentials Committee shall recommend to the Trustees Council that either (i) the status of the organization as a Constituent Organization should be terminated, (ii) the review period should expire without further action or (iii) the review period should be extended for a specified period. The Board of Directors shall provide a brief statement to the Trustees explaining its recommendation. A review period may expire or be extended for an additional period upon a vote or consent of Trustees pursuant to Sections 2.11, 2.12 or 2.13. Status of an organization as a Constituent Organization may be terminated either before or after a review period only upon the vote or written consent of the Trustees under Subsection 2.3(g) supported by a recommendation of the Board of Directors in consultation with the Credentials Committee.

(g)        Vote or Consent on Review Period or Termination of Status. Except for the automatic imposition of a review period or termination under Subsection 2.3(d), a review period may be imposed on a Constituent Organization or the status of a Constituent Organization may be terminated only upon (i) the affirmative vote of two-thirds of the Trustees present at a meeting of the Trustees Council when a quorum is present, or (ii) the affirmative consent in writing of at least two-thirds of all Trustees. At any meeting to consider the imposition of a review period or termination of a Constituent Organization, the Constituent Organization shall be provided the opportunity to be heard. If the Board of Directors requests the written consent of Trustees for the imposition of a review period or termination of Constituent Organization status, the Board of Directors shall provide the Constituent Organization with a reasonable opportunity to provide a written statement to the Trustees to accompany the request for consent. Notice of the imposition of a review period or termination of Constituent Organization status under this Subsection 2.3(g) shall be provided in writing to the dean, chair, president or other executive officer of the organization.

Section 2.4.  Term. Trustees-at-Large shall serve one year terms, commencing upon adjournment of the Annual Trustees Council Meeting at which they are elected and continuing until the conclusion of the next Annual Trustees Council Meeting or until their successors are elected. Persons shall not be elected as Trustees-at-Large for more than three consecutive one-year terms. Constituent Trustees shall be appointed for an initial term of three years and shall continue until they are reappointed or replaced, provided that a Trustee who no longer qualifies to be a Constituent Trustee under Subsection 2.2(e) shall be deemed to have resigned as a Constituent Trustee as of the date such Trustee no longer meets such qualifications. Officers shall serve as Trustees for a term equal to their term in office as an Officer, and At-Large Board Members shall serve as Trustees for a term equal to their term as an At-Large Board Member. Past Presidents and Honorary Trustees shall serve a term equal to the remaining life of the past President or Honorary Trustee.

Section 2.5.  Resignation and Removal. A Trustee may resign at any time by giving written notice of resignation to the Foundation. The resignation is effective when the notice is received by the Foundation unless the notice specifies a later effective date. Any Trustee may be removed as a Trustee by the Trustees Council for conduct determined by the Trustees Council to be inconsistent with the values or mission of the Foundation.

Section 2.6.  Vacancies. In case of vacancy in the Trustees Council due to death, resignation, removal or disqualification of a Constituent Trustee, a successor shall be appointed by the applicable Constituent Organization. In case of vacancy in the Trustees Council due to death, resignation, removal or disqualification of a Trustee-at-Large, a successor may be appointed by the Board of Directors to serve through the next Annual Trustees Council Meeting.

Section 2.7.  Compensation and Reimbursement. Trustees shall not receive compensation for their services as Trustees or as members of the Board of Directors, nor shall they be reimbursed for their expenses in attending meetings of the Trustees Council, provided that Trustees may be reimbursed for their expenses (i) while acting as a speaker under Foundation policies applicable to speakers generally or (ii) by resolution of the Board of Directors. In addition, if a dean of a law school that is a Constituent Organization in good standing and current in paying its law faculty membership dues states to the Executive Director that budgetary factors preclude cash reimbursement of part or all of its Constituent Trustee’s expenses for attendance at the Annual Trustees Council Meeting and Annual Institute, such Trustee may be reimbursed to the extent of (a) the actual expenses incurred by the Trustee for travel between the Trustee’s home city and the place of the Annual Trustees Council Meeting, not to exceed the amount of the lowest timely arranged roundtrip airfare or transportation package available, with actual expenses for the use of a private automobile limited to the then current mileage reimbursement rate allowed by the IRS, and (b) single room expense for a maximum of four nights for the Annual Trustees Council Meeting and Annual Institute, unless it can be shown that an additional layover would result in the reduction of transportation expenses by more than the costs associated with the layover. Subject to limitations imposed by ethical rules applicable to governmental personnel, a Trustee who is an appointee or employee of the legislative, executive or judicial branches of a government may be reimbursed for the expense of attending the Annual Trustees Council Meeting and Annual Institute on the same basis as a Constituent Trustee of a law school if such Trustee states to the Executive Director that budgetary constraints or government policy preclude cash reimbursement of the Trustee’s expenses by the Trustee’s employer.

Section 2.8.  Annual Trustees Council Meeting. The Trustees Council shall hold an annual meeting (an “Annual Trustees Council Meeting”). Subject to Section 2.14 with respect to an Emergency, the Annual Trustees Council Meeting shall be held at the location of the Annual Institute during the week of the Annual Institute or within two days before or after the Annual Institute.

Section 2.9. Special Trustees Meetings. Special meetings of the Trustees Council (a “Special Trustees Meeting”) may be held electronically or in person at a location determined by the Board of Directors upon a call of the President or the Executive Director specifying the matters to be considered at such meeting. The President or the Executive Director shall provide not less than five days’ written notice to all Trustees of any Special Trustees Meeting. In addition, any ten or more Trustees may call a Special Trustees Meeting upon at least 30 days’ written notice to all Trustees specifying the matters to be considered at such meeting; provided, that nothing in this Section 2.9 shall authorize the Trustees Council to take action on any matter that is not reserved to the Trustees Council under the Articles of Incorporation of the Foundation (the “Articles of Incorporation”) or these Bylaws.

Section 2.10. Waiver of Notice. A Trustee may waive any notice required under the Articles of Incorporation or these Bylaws before or after the time and date of the meeting for which such notice was required. Except as otherwise provided in this Section 2.10, the waiver shall be in writing. A Trustee’s attendance at or participation in a meeting waives any required notice to that Trustee in connection with the meeting unless at the beginning of the meeting, or promptly upon the Trustee’s arrival, the Trustee objects to transacting business with respect to the purpose for which the notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

Section 2.11. Quorum and Voting. A quorum of the Trustees Council shall consist of a majority of the total Trustees, other than past Presidents and Honorary Trustees who shall not be counted in determining a quorum. Each Trustee or Representative designated, appointed or elected as specified in Section 2.2, including past Presidents and Honorary Trustees, present in person at a meeting of the Trustees Council, shall have one vote. Trustees and Representatives may not vote by proxy. If a Trustee or Representative is serving in more than one capacity, such Trustee or Representative nevertheless shall be counted only once in determining a quorum and shall be entitled to only one vote. Except as expressly provided in the Articles of Incorporation or these Bylaws, a majority of those attending a meeting of the Trustees Council when a quorum is present may take any action in the conduct of the business of the Foundation authorized or required to be taken by the Trustees Council pursuant to these Bylaws or the Articles of Incorporation.

Section 2.12.  Electronic Meetings. If the Board of Directors or the President determines that the Annual Trustees Council Meeting or a Special Trustees Meeting shall be held electronically or that Trustees may participate in such a meeting electronically, then Trustees may participate in the meeting by any means of electronic communication designated by the Board of Directors or the President so long as the Trustees in attendance can hear or otherwise participate in discussions. Participation in any such meeting electronically shall constituent presence in person at such meeting.

Section 2.13.  Actions Without a Meeting. Except as otherwise expressly provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Trustees Council may be taken without a meeting if a majority of all the Trustees consents thereto in writing. Any written consent of a Trustee under this Section 2.13, any other provision of these Bylaws or any provision of the Articles of Incorporation may be provided by electronic transmission and shall be deemed signed on the date on which such electronic transmission was transmitted. Notice of any action taken under this Section 2.13 shall be delivered to the Trustees within 30 days after the effective date of the action.

Section 2.14.  Emergency Powers of Board of Directors. If there shall occur any event outside the reasonable control of the Foundation that the Board of Directors, in its discretion, determines will, or may reasonably be expected to, have a material adverse effect on the Foundation, the Board of Directors may declare an “Emergency.” In the event of an Emergency, the Board of Directors may at its discretion cancel or postpone the Annual Institute, postpone or change the date or time of the Annual Trustees Council Meeting, change the location of the Annual Institute or the Annual Trustees Council Meeting, determine to hold the Annual Institute or Annual Trustees Council Meeting electronically or extend the time for the Trustees Council to take any action required or permitted to be taken by the Trustees Council under these Bylaws. The President or the Executive Director shall cause notice of the declaration of such an Emergency to be provided to all Trustees within ten days after the date of such a declaration. The powers of the Board of Directors under this Section 2.14 to take action otherwise reserved to the Trustees Council by these Bylaws shall expire six months after the date of the Emergency declaration; provided, that the Board of Directors may extend the Emergency declaration for successive six month periods by sending further notice to all Trustees pursuant to this Section 2.14 before the expiration of each such successive six-month period.

Section 2.15. Duties of Trustees. All Trustees other than past Presidents and Honorary Trustees are expected to (a) attend the Annual Trustees Council Meeting and the Annual Institute, absent extenuating circumstances, (b) make annual or more frequent reports regarding activities of the Foundation to the appropriate officers or other leaders of their respective organizations, (c) bring matters of appropriate concern to the attention of the Board of Directors or the Trustees Council, (d) respond to requests from the Officers or the Executive Director, (e) actively assist the Foundation on its programs and publications, and (f) promote the programs, publications and objectives of the Foundation. In addition, the Foundation desires that past Presidents and Honorary Trustees stay fully engaged and support the Foundation through their registration, attendance and participation at the Annual Institute and Annual Trustees Council Meeting to the extent they are reasonably able. Although referred to as “Trustees,” nothing herein is intended to confer any fiduciary duties on the Trustees. The Trustees shall have only those duties and obligations set forth in these Bylaws and shall not have any other duties or obligations to the Foundation, fiduciary or otherwise.

ARTICLE III
Board of Directors and Committees

Section 3.1.  Board of Directors. The board of directors of the Foundation (the “Board of Directors”) shall have the power of governance of the Foundation but, expect as provided in Section 2.14 with respect to an Emergency, shall not have the power to contravene or change an established policy of the Trustees Council as to subjects where authority is reserved in the Articles of Incorporation or these Bylaws to the Trustees Council. Each member of the Board of Directors shall either be a member of the Foundation or an appointee or employee of the legislative, executive or judicial branches of a government or a nonprofit organization.

Section 3.2.  Composition of Board of Directors. The Board of Directors shall consist of 12 members and shall be composed of the President, the two most immediate past Presidents, the Vice President, the Secretary, the Treasurer and six additional members (the “At-Large Board Members”), each of whom shall be nominated by the Nominating Committee and elected annually by the Trustees Council. If a vacancy occurs on the Board of Directors among those members of the Board of Directors who are not Officers, then the President shall appoint a replacement from the Trustees to fill the vacancy until the end of the next Annual Trustees Council Meeting.

Section 3.3.  Governance. The President shall be the Chair of the Board of Directors. The Board of Directors may adopt rules and regulations for the conduct of its business. The Board of Directors shall require minutes of its meetings to be made and preserved in the files of the Foundation.

Section 3.4.  Board of Directors Meetings. The Board of Directors shall meet not less than four times per year at the time and place and in the manner designated at a meeting of the Board of Directors or by the President, Executive Director or any three members of the Board of Directors. Regular meetings of the Board of Directors may be held without formal notice. Special meetings of the Board of Directors shall be preceded by at least one day’s written notice of the date, time and place (or manner if held electronically) from the President, Executive Director or members of the Board of Directors calling the meeting. The notice need not describe the purpose of the special meeting unless otherwise required by the Articles of Incorporation, these Bylaws or the Act. A majority of the members of the Board of Directors shall constitute a quorum for the transacting of business. The act of a majority of the members of the Board of Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the members of the Board of Directors present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting to another date or time, to the same or another place, or to another manner of meeting either in-person or electronically.

Section 3.5.  Waiver of Notice. A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by the director. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless at the beginning of the meeting, or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting.

Section 3.6.  Electronic Meetings. Members of the Board of Directors may participate in any meeting by any means of electronic communication where the members can hear or otherwise participate in any discussion, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 3.7.  Actions Without a Meeting. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if notice is transmitted to each member of the Board of Directors, and each member of the Board of Directors by the time stated in the notice either (a) votes in writing for such action, or (b) votes in writing against such action, abstains in writing from voting or fails to respond or vote, and fails to demand in writing that action not be taken without a meeting. The notice required shall state the action to be taken and the time by which a director must respond. Action is taken under this Section 3.7 only if, at the end of the time stated in the notice by which a director must respond, the affirmative votes in writing for such action and not revoked equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all the directors then in office were present and voted, and a director has not made a written demand that such action not be taken without a meeting, other than a demand that has been revoked before the end of the time stated in the notice for a response. A director’s right to demand that action not be taken without a meeting shall be deemed waived unless the director has made a demand in writing by the time stated in the notice by which the director must respond and such demand has not been revoked. All communications under this Section 3.7 may be transmitted or received by electronic transmission. Votes for or against any such action and abstentions from voting shall be deemed signed on the date on which such electronic transmission was transmitted.

Section 3.8.  Board Committees. By one or more resolutions, the Board of Directors may designate from among the members of the Board of Directors one or more board committees (each, a “Board Committee”), each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all the authority of the Board of Directors, except as prohibited by the Act. The delegation of authority to any Board Committee shall not operate to relieve the Board of Directors or any member of the Board of Directors from any responsibility or standard of conduct imposed by law or these Bylaws. Rules governing procedures for meetings of any Board Committee shall be the same as those set forth in these Bylaws or the Act for the Board of Directors unless the Board of Directors determines otherwise.

Section 3.9.  Non-Board Committees. In addition to any Board Committees established under Section 3.8, the Foundation shall have committees (each, a “Non-Board Committee”) composed all or in part of individuals who may or may not be members of the Board of Directors. Each member of a Non-Board Committee shall either be a member of the Foundation or an appointee or employee of the legislative, executive or judicial branches of a government or a nonprofit organization. The standing Non-Board Committees of the Foundation include the following:

(a)  Nominating Committee. The Nominating Committee shall provide recommendations to the Trustees Council at the Annual Trustees Council Meeting (and any Special Trustees Meeting called for the purpose of filling a vacancy) for the positions of Vice-President, Secretary, Treasurer, At-Large Board Members, Trustees-at-Large and Honorary Trustees. The Nominating Committee shall consist of the five (5) most immediate past Presidents who are available, the current President and the current Vice-President, and shall be chaired by the available past President on the Nominating Committee with the most seniority. In addition, at any time that the President has appointed a committee or task force under this Section 3.9 to address strategic initiatives related to diversity, equity and inclusion, the chair of such committee or task force shall serve on the Nominating Committee as an advisor but shall not be a voting member.

(b)  Credentials Committee. The Credentials Committee shall review all new petitions for admission as a Constituent Organization and make recommendations to the Board of Directors as to such petitions, periodically review the qualifications under these Bylaws of existing Constituent Organizations, advise the Board of Directors as to matters relating to the qualifications of Constituent Organizations and the review or termination of the status of Constituent Organizations, and bring to the attention of the Board of Directors and the Trustees Council any other matters of concern related to Constituent Organizations.

(c)  Financial Advisory Committee. The Financial Advisory Committee shall provide advice to the Board of Directors regarding the appropriate investment of the Foundation’s funds. In accordance with and subject to the provisions of Article V, the Board of Directors may delegate to the Financial Advisory Committee all or any portion of its responsibilities for the prudent management and investment of funds. The Treasurer shall be a member of the Financial Advisory Committee.

(d)  Audit and Risk Management Committee. The Audit and Risk Management Committee shall provide advice to the Board of Directors regarding audit and risk management matters. The Board of Directors, in consultation with the Audit and Risk Management Committee and the Foundation staff, shall arrange for an annual or periodic audit of the Foundation’s financial statements. The Treasurer may not be a member of the Audit and Risk Management Committee. At least one member of the Audit and Risk Management Committee should have a basic understanding of finance, accounting and financial statements. Employees of the Foundation may not be members of the Audit and Risk Management Committee.

(e)  Budget Committee. The Budget Committee shall review and provide comments to the Foundation staff in preparing an annual budget for approval by the Board of Directors and advise the Board of Directors regarding budget matters. The Vice President shall be the chair of the Budget Committee.

(f)  Scholarships Committee. Subject to any qualifications or limitations established by the Board of Directors or restrictions imposed by donors, the Scholarships Committee may award Foundation scholarships to qualified student applicants from Foundation funds budgeted for scholarships.

(g)  Awards Committees. Subject to any qualifications or limitations established by the Board of Directors, the Foundation shall have one or more grants, special projects or other awards committees that may make awards of Foundation funds that are budgeted for disposition by any such committee in furtherance of the educational objectives of the Foundation.

(h)  Publications Committee. Subject to any qualifications or limitations established by the Board of Directors, the Publications Committee shall provide advice to the Board of Directors regarding Foundation publications.

(i)   Site Selection Committee. The Site Selection Committee shall recommend to the Trustees Council the sites of future Annual Institutes for which a site has not already been selected by the Trustees Council, subject to any guidance or policies as to site selection established by the Board of Directors.

(j)   Annual Institute Program Committee. The Chair of the Annual Institute Program Committee shall be appointed annually by the President, and all other members of such committee shall be appointed by the Chair. The Annual Institute Program Committee shall plan the Annual Institute program, subject to the direction of the Board of Directors.

(k)  Programs Committee. The Programs Committee shall provide advice to the Board of Directors regarding the Foundation’s special institutes and other programs (other than the Annual Institute).

In addition to the standing Non-Board Committees identified above, the Board of Directors or the President may from time to time appoint such other standing or special Non-Board Committees, task forces, advisory boards or other bodies, having such objectives, functions and responsibilities as the Board of Directors or the President may direct or deem advisable. Except as expressly provided in Subsections (a) through (k) of this Section or as directed or approved by the Board of Directors, all Non-Board Committees, task forces, advisory boards and other bodies shall (i) be composed of such members, and have such chairs or co-chairs, as the President may direct or deem advisable, and serve at the pleasure of the President and (ii) have such rules and procedures as the President or the committee itself deems appropriate. Except as expressly provided in Subsections (a) through (k) of this Section or as directed or approved by the Board of Directors, Non-Board Committees, task forces, advisory boards and other bodies shall not have the authority to incur any Foundation expense or make any representation or commitment on behalf of the Foundation. Except as otherwise provided in these Bylaws, no Non-Board Committee, task force, advisory board or other body may exercise any power or authority reserved to the Board of Directors by the Act, the Articles of Incorporation or these Bylaws. Members of any such Non-Board Committees, task forces, advisory boards or other bodies are expected to regularly attend scheduled meetings and meaningfully participate in furtherance of their designated objectives, functions and responsibilities.

ARTICLE IV
Officers and Duties of Officers

Section 4.1.  Officers. The officers of the Foundation (the “Officers”) shall be a President, a Vice President, a Secretary, a Treasurer and such assistants to such Officers as the Trustees Council may appoint. Officers shall be elected annually by the Trustees Council at the Annual Trustees Council Meeting, except that the Vice President will automatically succeed to the office of President upon the adjournment of the Annual Trustees Council Meeting. If a vacancy in an Officer position occurs between Annual Trustees Council Meetings, then (a) in the case of a vacancy in the office of President, the Vice President shall automatically succeed to the office of President for the remainder of the President’s term and the one year term for which such Vice President would have otherwise served as President, (b) in the case of a vacancy in the office of Vice President, such vacancy shall be filled by a vote of the Trustees Council (upon recommendation of the Nominating Committee as provided in Section 3.9(a)) at the next Annual Trustees Council Meeting or a Special Trustees Meeting called for such purpose and (c) in the case of a vacancy in any other Officer position, such vacancy shall be filled by the Board of Directors for the remainder of the term of the Officer position.

Section 4.2.  Duties of the President. The President shall preside at all meetings of the Board of Directors and the Trustees Council, shall be the general executive officer of the Foundation, shall perform those duties as prescribed in these Bylaws and shall perform such other duties as may be necessary to further the Foundation’s mission.

Section 4.3.  Duties of the Vice President. The Vice President shall perform the duties of the President in the absence of the President and such other duties as prescribed in these Bylaws or that may be delegated by the President, the Board of Directors or the Trustees Council.

Section 4.4.  Duties of the Secretary. The Secretary shall prepare and keep minutes of all meetings of the Board of Directors and the Trustees Council, shall be custodian of the corporate records of the Foundation and shall have such other duties as prescribed in these Bylaws in addition to those that are usual and customary to the office of secretary of a corporation and that may be delegated by the Trustees Council or the Board of Directors.

Section 4.5.  Duties of the Treasurer. The Treasurer shall be the custodian of all monies and properties of the Foundation not in the custody or control of the Executive Director, and shall have such other duties as prescribed in these Bylaws in addition to those that are usual to the office of treasurer of a corporation and that may be delegated by the Trustees Council or the Board of Directors. Disbursements shall be made under procedures established by the Board of Directors.

Section 4.6.  Duties of Assistants. Any assistant Officer appointed by the Trustees Council shall have such duties as the Trustees Council shall designate at the time of appointment.

ARTICLE V
Investment and Management of Funds

Section 5.1.  Investments. The Board of Directors shall have the responsibility for establishing and approving an investment policy (the “Investment Policy”) and providing for the administration of the investment of all funds of the Foundation in a prudent and reasonable manner intended to support current, evolving and future needs of the Foundation’s mission on a sustainable basis. The status and performance of the Foundation’s investments shall be reported annually to the Trustees Council. Subject to Section 5.2, the Board of Directors shall make investment decisions with the advice of the Financial Advisory Committee.

Section 5.2.  Delegation to Financial Advisory Committee. By one or more resolutions, the Board of Directors may delegate all or any of its authority to establish and approve the Investment Policy and for the administration of the investment of funds of the Foundation under Section 5.1 to the Financial Advisory Committee, subject to any direction or decisions of the Board of Directors. Such a delegation of authority to the Financial Advisory Committee shall not operate to relieve the Board of Directors or any member of the Board of Directors from any responsibility or standard of conduct imposed by law or these Bylaws. Notwithstanding the foregoing, no member of the Financial Advisory Committee shall be deemed to be fiduciary of the Foundation arising or resulting from any such delegation.

Section 5.3.  Funds and Investment of Funds. The monies of the Foundation shall be maintained in one or more separate funds to be managed and invested in accordance with the Investment Policy and otherwise at the direction of the Board of Directors or the Financial Advisory Committee pursuant to a delegation under Section 5.2.

ARTICLE VI
Executive Director

The Board of Directors, acting on behalf of the Foundation, shall employ an Executive Director. Subject to the general control of the Board of Directors, the Executive Director shall administer the continuing day-to-day business of the Foundation, give administrative support to the committees of the Foundation and participate in the organization and conduct of the Annual Institutes, Special Institutes and other programs and activities of the Foundation. The Executive Director shall arrange for the publication of the proceedings of the Annual Institutes and shall be responsible for the publications of the Foundation. The Executive Director shall manage the day-to-day operations of institutes, activities, publications and other programs. The Executive Director shall be responsible for maintaining an efficient staff to administer the various activities of the Foundation and shall cause to be maintained books of account of all Foundation assets, liabilities, income and expenses in a manner that fairly presents in all material respects the financial position and results of operations and activities of the Foundation. The Executive Director is authorized to expend such sums, within budgetary limitations approved by the Board of Directors, as are necessary to administer the continuing business of the Foundation. The Executive Director shall have such other powers and perform such other duties as may from time to time be vested in or entrusted to the Executive Director by the Board of Directors. All funds entrusted to the care of the Executive Director shall be deposited in such depositories or with such custodians as may be designated under Article V and in accordance with the investment decisions made under Article V.

ARTICLE VII
Institutes and Programs

Section 7.1.  Annual and Special Institutes and other Programs. Subject to Section 2.14 with respect to an Emergency, each year the Foundation shall conduct an institute (an “Annual Institute”) in conjunction with the Annual Trustees Council Meeting. Throughout each year the Foundation will hold such institutes (“Special Institutes”) as the Board of Directors shall approve with the recommendation of the Programs Committee. The Foundation will hold such other programs as the Board of Directors may determine from time to time.

Section 7.2.  Dates and Place of Institutes. Subject to Section 2.14 with respect to an Emergency, the Trustees Council shall designate the year, month and place of each Annual Institute in consultation with the Site Selection Committee. The Board of Directors shall designate the months and places of other institutes and programs of the Foundation.

Section 7.3.  Procedure for Institutes and other Programs. All institutes and programs, and the proceedings in connection therewith, shall be under the general direction and control of the Board of Directors. The Board of Directors shall establish guiding principles and minimum standards for such institutes and programs, with compliance with such principles to be monitored by the Executive Director in collaboration with the chair or co-chairs of the applicable institute or program.

ARTICLE VIII
Membership

The Board of Directors may establish “Membership” categories in the Foundation for the limited purpose of permitting special access or preferential fees for Foundation sponsored activities or resources. Such Membership shall be open to all attorneys, landmen, law firms, companies, law schools, students and other persons or organizations active in or associated with the natural resources or energy industries or related fields, and benefits shall be as determined by the Board of Directors from time to time. Each person or organization that purchases or is otherwise granted such a Membership may be referred to as a “Member” of the Foundation, but such Members shall not be considered or deemed to be “members” of the Foundation as such term is used in the Act, and shall not have any of the rights, duties or obligations attendant to “members” under the Act.

ARTICLE IX
Indemnification

Section 9.1.  Mandatory Indemnification and Advancement of Expenses. To the fullest extent permissible under the laws of the state of Colorado, except as provided in this Section 9.1, the Foundation shall indemnify each director, Officer, Trustee, committee member, volunteer, employee and fiduciary (but not any Constituent Organization) (each, an “Indemnified Person”) while any such Indemnified Person is serving in that capacity and after they no longer serve in that capacity for any loss, damage, cost or expense (including reasonable attorneys’ fees and court costs) (each, a “Loss”), but only to the extent such Loss arises out of or relates to Foundation service or activities or is incurred because the individual is or was a director, Officer, Trustee, committee member, volunteer, employee or fiduciary of the Foundation. Notwithstanding the foregoing, the Foundation shall have no obligation to indemnify any Indemnified Person for any Loss (a) with respect to any claim, demand, cause of action or proceeding made or brought by the Foundation against the Indemnified Person, (b) in respect of the receipt by the Indemnified Person of any improper personal benefit, whether or not involving action in the Indemnified Person’s official capacity for the Foundation, or (c) to the extent arising out of or relating to the gross negligence or willful misconduct of the Indemnified Person or a knowing violation of law by the Indemnified Person. To the fullest extent permissible under the laws of the state of Colorado, with the approval of a majority of the disinterested members of the Board of Directors, the Foundation may pay for or reimburse reasonable expenses incurred by any person identified above who is a party to any proceeding in advance of final disposition of the proceeding if a majority of the disinterested members of the Board of Directors determines that such person likely will be entitled to indemnification for an adverse judgment or award in such proceeding.

Section 9.2      Permissive Indemnification and Advancement of Expenses. In addition to the indemnification and advancement of expenses provided in Section 9.1, with the approval of a majority of the disinterested members of the Board of Directors after any determinations required of the Board of Directors under the Act, the Foundation is authorized to provide indemnification of, and advance expenses to, any person or entity to the fullest extent permissible under the Act, including section 7-129-102 of the Act. No person shall be considered entitled to indemnification under this Section 9.2 without the approval of a majority of the disinterested members of the Board of Directors and the determinations required of the Board of Directors under the Act.

Section 9.3.  Savings Clause. If any provision of the Articles of Incorporation or these Bylaws dealing with indemnification or the advancement of expenses shall be invalidated by any court on any ground, then the Foundation shall nevertheless indemnify or advance expenses to each party otherwise entitled to indemnification or advancement of expense thereunder or hereunder to the fullest extent permitted by law or any applicable provision of the Articles of Incorporation or these Bylaws that have not been invalidated.

Section 9.4.     Insurance. The Foundation may purchase and maintain insurance on behalf of a person who is or was a director, Officer, Trustee, committee member, volunteer, employee, fiduciary or agent of the Foundation, or who, while a director, Officer, Trustee, committee member, volunteer, employee, fiduciary or agent of the Foundation, is or was serving at the request of the Board of Directors as a director, officer, partner, member, manager, trustee, employee, fiduciary, or agent of any domestic or foreign entity or of any employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, Officer, Trustee, committee member, volunteer, employee, fiduciary or agent of the Foundation, whether or not the Foundation would have power to indemnify the person against the same liability under the Articles of Incorporation, these Bylaws or the Act.

Section 9.5.     Amendment, Modification or Repeal. Any amendment, modification or repeal of all or part of this Article IX shall not adversely affect any right or protection of a director, Officer, Trustee, committee member, volunteer, employee, fiduciary or agent of the Foundation under this Article IX with respect to any act or omission occurring before the time of such amendment, modification or repeal.

Section 9.6.     Limitation. Notwithstanding any other provision of these Bylaws, the Foundation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Foundation as an organization described in section 501(c)(3) of the Internal Revenue Code, as amended or hereafter amended, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Internal Revenue Code, as amended or hereafter amended.

ARTICLE X
Miscellaneous

Section 10.1. Amendments. These Bylaws may be altered, amended, repealed or replaced only by (a) the affirmative vote of a majority of the Trustees present at a meeting of the Trustees Council when a quorum is present as determined by these Bylaws, or (b) the affirmative vote in writing of a majority of all the Trustees without a meeting. Notice of a meeting at which an amendment or other change to these Bylaws is to be considered shall be delivered in writing to all Trustees at least 15 days before the meeting along with a copy of the amendment or other change. Notice of the request for a vote on an amendment or other change to these Bylaws without a meeting shall be delivered in writing all Trustees at least 15 days before the time specified in the notice for Trustees to vote on the amendment or other change, along with a copy of the amendment or other change. All amendments or other changes to these Bylaws shall become effective immediately upon their adoption unless otherwise stated in the resolution adopting such amendments or changes.

Section 10.2. Severability. If any provision of these Bylaws is held to be invalid or unenforceable, such provision shall be fully severable from these Bylaws and the other provisions hereof shall remain in full force and effect, and the remaining provisions hereof shall be liberally construed to carry out the provisions and intent hereof.

Section 10.3. Notices. Any notices, consents, waivers and other communications required or permitted by these Bylaws to be in writing may be delivered or transmitted in person, by mail, by electronic mail or any other form of electronic transmission permitted by applicable law, to the physical or electronic address of the intended recipient set forth in the Foundation’s records. The method of notice need not be the same to each intended recipient. A notice or communication shall be deemed delivered and received if provided (a) in person, when delivered, (b) by mail, five calendar days after deposit in first-class mail, postage prepaid or (c) by electronic mail or other form of electronic transmission, at the time of transmission to the electronic address in the Foundation’s records.

Section 10.4. Construction. All references in these Bylaws to Articles, Sections, Subsections and other subdivisions refer to the Articles, Sections, Subsections and other subdivisions of these Bylaws unless expressly provided otherwise. Titles and headings appearing at the beginning of any Article, Section, Subsection or other subdivision are for convenience only and do not constitute any part of any Article, Section, Subsection or subdivision and shall be disregarded in construing the language contained in these Bylaws. Unless the context clearly requires otherwise, a capitalized term that is defined in any provision of these Bylaws shall have the same meaning throughout the entirety of these Bylaws. The words “these Bylaws,” “herein,” “hereby,” “hereunder” and words of similar import refer to these Bylaws as a whole and not to any particular Article, Section, Subsection or subdivision unless expressly so limited. The phrases “this Article,” “this Section,” “this Subsection” and similar phrases refer only to the Articles, Sections and Subsections hereof in which the phrase occurs. The word “or” is not exclusive, and “including” (and its various derivatives), means “including without limitation.” Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender. Words in the singular form shall be construed to include the plural and words in the plural form shall be construed to include the singular, unless the context otherwise requires.

ADOPTED at the Annual Trustees Council Meeting of the Foundation on July 20, 2022.