SPE recently held its first contested election for Board positions since 1995. Over the years, the bylaws have been revised due to legal restructuring and key provisions describing the requirements for petitions and how elections should be conducted were not included in the most recent version of the bylaws. It is proposed to add clarity to the petition and election process by revising the SPE Bylaws. The revisions are being posted for member comment for a period of 21 days (until November 11). Please address any comments on the proposed revisions to bylaws@spe.org.
The SPE Board of Directors will consider all member comments and will prepare a final version of changes to the bylaws to be considered for approval. An affirmative Board vote by a 2/3 majority is required to amend the bylaws.
SPE is governed by a 20-member Board of Directors composed of member representatives from around the world. Officers and Directors are elected to a three-year term, with approximately one-third of the Board rolling off each year. Officers and Directors include representatives of both geographic and technical constituencies, and 3 Presidents (Current, Past, and Elect)
SPE’s Nominating Committee is responsible for selecting nominees for each open Board position. The process starts with the nomination of qualified candidates by members. Throughout the review process, which involves a group of non-Board members advising each outgoing Director, multiple factors are considered, including (but not limited to) geography, gender, and company diversity. While the committee is limited by who was nominated from the membership, they make every effort to ensure a global, diverse, representative Board.
In addition to the candidates recommended by the Nominating Committee, the SPE Bylaws allow for any SPE member to "petition" to nominate a member for an open position on the SPE Board of Directors. If a petition is successful, an election will be held for those positions.
Allowing for petitioned elections has been SPE’s policy since the first set of bylaws were drafted in 1957. This practice is also fairly common amongst professional associations that use a single slate nomination procedure. The only times SPE held an election were in 1995 for the President’s position and an At-Large Board seat and in 2022 for three Board positions.
SPE’s bylaws currently state in Article XII, Elections:
Section 3 - Member Petition. The Board of Directors shall report the nominations at the earliest opportunity in the Journal of Petroleum Technology and/or by such other means as may be prescribed by the Board of Directors. Additional nominations may be submitted to the Board of Directors by petition from at least one percent (1%) (as of the preceding January 1) of the voting members of the Corporation, provided that such nominees meet the requirements for the position. Requirements and the process for petitions shall be determined by the Board of Directors in its discretion and set forth in the Journal of Petroleum Technology and/or by such other means as may be prescribed by the Board of Directors.
The complete bylaws can be found here.
There are several aspects of the process that SPE recently followed that are proposed to be modified, including who should be allowed to sign a petition for a regional or technical director position, and who should be allowed to vote in an election for a regional or technical director position. In the recent election, there were concerns expressed about whether members outside of North America should be allowed to sign a petition or vote for the North American Regional Director Position. The same concern was expressed about Technical Director representation. The proposed revision to the bylaws addresses this by limiting these activities to the groups represented by the position in question.
Another aspect of the process being reconsidered is the percentage of the membership that must sign a petition in order to require a contested election. The original petition process was developed before the age of electronic communications and social media. It required a petition on paper with an attested signature for each person signing the petition. With the electronic capabilities available today it makes more sense to create an online petition and for SPE to arrange for this process so that members who wish to sign the petition can verify their membership with an SPE login. The ease of conducting an online petition process also makes it reasonable to reconsider the percentage of members required to sign a petition in order to require an election. This percentage is increased in the proposal.
It is proposed to replace Article XII, Section 3, of the SPE bylaws with the following new Section:
Section 3 – Member Petition. The Board of Directors shall report the nominations at the earliest opportunity in the Journal of Petroleum Technology (JPT) and/or by such other means as may be prescribed by the Board of Directors. Additional nominations may be submitted to the Board of Directors in the following manner:
a. Additional nominations for President-Elect may be made by petition from at least five percent (5%) (as of the publication date of the slate of nominees in JPT) of the voting members of the Society, provided that such nominees are voting members in good standing and meet the requirements for the position, including the requirement that nominees for this position have prior service on the Board of Directors. In order to ensure that petition signatures are valid, SPE will create an online petition that will require an SPE membership login to collect and validate the endorsements. SPE’s role in the process will be solely to create the online petition and determine the validity of the signatures. SPE will not communicate to members regarding the petition campaign, which is the responsibility of the petition organizers. The petition process must be completed no later than 45 days following the publication date of the slate of nominees in JPT. If any candidate meets the petition threshold, a ballot showing all of the nominees for the position(s), including the Board of Directors’ nominee and all who have met the petition threshold, shall be distributed to all voting members within 15 days following the end of the 45-day period. Only professional members in good standing at the date of publication of the slate of Board of Directors nominations are eligible to sign a petition. If there are multiple candidates for the President-Elect position, no member may sign more than one President-related petition.
b. Additional nominations for Regional Directors and Technical Directors may be made by petition from at least five percent (5%) (as of the publication date of the slate of nominees in JPT) of the voting members within that region or technical discipline; provided, however, that in the case of Regional Directors, except as otherwise determined for good cause by the President, no more than seventy-five percent (75%) of the petitioners shall be from any one section within the region. In order to ensure that petition signatures are valid, SPE will create an online petition that will require an SPE member login to collect endorsements. SPE’s role in the process will be solely to create the online petition and determine the validity of the signatures. SPE will not communicate to members regarding the petition campaign, that is the responsibility of the petition organizers. The petition process must be completed no later than 45 days following the publication date of the slate of nominees in JPT. If any candidates meet the petition threshold, a ballot showing all of the nominees for the position(s), including the Board of Directors selected (approved) nominee and all who have met the petition threshold, shall be distributed to all voting members residing in the particular region (for Regional Directors) or who have selected the primary technical discipline (for which the nomination for Technical Director was made) within 15 days following the end of the 45-day period. Only professional members at the date of publication of the slate of Board of Directors’ nominations are eligible to sign a petition. If there are multiple candidates for a regional or technical director position, no member may sign more than one petition for each position.
c. Petitions must contain the following information:
- Position (office) for which the petition for ballot election is circulated
- Name of the Board of Directors’ nominee
- Name of proposed petition nominee (including affiliation and address)
- Resume or qualifications of the nominee
Validation of signatures for a petition will be achieved by requiring a member login in order sign the petition. There may be additional identification requirements for the purpose of member validation. SPE will, at a minimum, record the name and member number of each member who signs the petition.
d. Board of Directors’ nominees for positions with respect to which no petition with the requisite number of signatures is received within 45 days following the publication date of the slate of nominees in JPT shall be deemed elected to such positions.
e. If additional nominations are received by petition as provided for in Article XII, Section 3(a) or Article XII, Section 3(b), a report of all nominees for the positions concerned shall be published in JPT. The report shall identify the name of the Board of Directors approved candidate and the name of the petition candidate(s) for each position and shall include such other information as the Board of Directors deems appropriate.
f. All elections will be conducted electronically for a period of 30 days. Ballots shall identify the name of the Board of Directors approved candidate and the name of the petition candidate(s) for each position. All candidates must agree to abide by guidelines established to ensure a fair and respectful campaign, in line with SPE’s values. An independent third party, hired by SPE, will handle the election and collection of the votes. Only professional members in good standing at the beginning of the election are eligible to vote in this election. The nominees for each position receiving the plurality of the votes shall be declared elected by the Board of Directors.
g, Additional requirements and the process for petitions and elections shall be determined by the Board of Directors in its sole discretion and set forth in the Journal of Petroleum Technology and/or by such other means as may be prescribed by the Board of Directors.