Bylaws of the HDDA

First Adopted in 2022 during
the monthly board meeting
on December 16, 2022 by a
unanimous vote of the Board
of Directors and with approval
of all other current members.

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HDDA is a trade organization that strives to promote horizontal directional drilling (HDD) for the Utility, Renewables, and Pipeline industries. The overarching goal is to educate private, public, and government agencies of the economic and environmental benefits of HDD. Goals include, but are not limited to:

  • Improve regulations that unjustly or inhibit HDD
  • Improve and develop regulations that encourage HDD as a viable and practical option
  • Improve bidding practices of all members
  • Write and provide modern best HDD industry practices
  • Present HDD as a significant environmental solution -Strive to improve industry contracts as needed.

ARTICLE 1: MEMBERSHIP

  1. Classes of Membership a. There will be 2 classes of members in the Association: Regular and Honorary.
  2. Membership Requirements a. Membership in the Association is open to any HDD service provider engaged in the construction industry in the United States upon receipt of the approval and consent of a Super Majority (75%) of the Board of Directors. Approval for membership shall be within sole discretion of the Board of Directors. One membership per business entity will be allowed. Membership will entitle 1 vote at all meetings of the Membership meetings. The annual membership dues for members shall be set by the Board of Directors. The annual dues, until further notice, shall be as follows:

Previous Year Gross Revenues Present Year Annual Dues $0 to $2M $750 $2M to $5M $1,000 $5M to $10M $2,500 $10M to $20M $3,500 $20M to $40M $4,500 Greater than $40M $6,000

No increase in annual dues over the amounts specified shall be made except following a majority vote of the Board of Directors. Failure to pay dues within ninety (90) days after being

billed therefore shall be grounds for expulsion of any member by the order of the Board of Directors. b. Honorary Membership i. Honorary Membership in the Association is open to any individual who was involved in HDD and upon receipt of the approval and consent of a Super Majority (75%) of the Board of Directors. Honorary membership shall entitle such member to attend all conventions and meetings as well as to any additional benefits which the Board of Directors may deep appropriate. 3. Expulsion a. Upon majority vote of the Board of Directors, members may be suspended from membership and from all rights and benefits attendant thereto, on the following grounds: non-payment of dues within the period specified in Article I, 2., obstructing the business of the Association, and any other reason which leads a majority of the Board of Directors to believe, in its sole discretion, that the member has engaged, or is engaging in any activity contrary to the stated purposes of the Association. 4. Reinstatement a. If the membership of any Member is terminated for any reason, application for reinstatement must be made in the same manner as an application for new membership. At the time such application for reinstatement is made, such applicant shall also tender minimum dues for the year or years during which the applicant was not a member

ARTICLE 2: MEETINGS

  1. Annual Meeting/Convention/Mid-Year/General a. The annual Meeting/Convention of the Association shall be held each year in the spring of the year at a location to be chosen by the Board of Directors. The optional Mid- Year/General meetings of the Association shall be held at a specified time and a specified location to be chosen by the Board of Directors. Notice of time and place shall be sent to all members not less than four (4) weeks prior to the annual meeting/convention.

  2. Special Meetings a. Special meetings of the members may be called by the Board of Directors on ten (10) days' notice.

  3. Quorum a. One-fourth of the membership shall constitute a quorum to carry on business. ARTICLE 3: BOARD OF DIRECTORS

  4. Powers a. The affairs and management of the Association shall be under the control of a board of not less than five (5) nor more than fifteen (15) voting Directors. The Board of Directors shall have full control of the property, assets, and business management of the affairs of the Association. With complete power to deal with, control, and manage the same on such terms and in the manner as shall appear to the Board of Directors to be in the best interests of the Association.

  5. Qualification of Directors a. Every Director of the Association, except the Executive Director, must be an employee of a member of the Association. No member, including affiliates of a member, may have more than one employee serving on the board at any one time. An affiliate of a member is another member that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the first member.

  6. Election of Directors a. All officers of the Association duly elected or appointed, pursuant to the provisions of Article IV of these by-laws, shall be members of the Board of Directors. Additional directors, if any, shall be elected annually at the annual convention. Each such elected director shall continue in office until his successor in office shall have been elected. The number of directors to be elected shall be set by the Board of Directors each year before the annual election.

  7. Vacancies of the Board of Directors a. Any vacancy on the Board of Directors because of death, resignation, or increase in the number of directors, or any other cause, may be filled by the remaining directors by a super majority (75%) vote of the directors.

  8. Meetings of Directors a. The Board of Directors will meet at the annual convention/meeting and the mid-year meeting. Special meetings of the Board of Directors shall be held whenever called by the President, or any two (2) members of the Board of Directors. Notice of each special meeting shall be given to each board member a minimum of four (4) days prior to the meeting. The Board of Directors may also conduct its business and transactions by live remote conferencing, provided that each director shall have prior notice that such procedure is to be utilized.

  9. Quorum a. A majority of the Board of Directors shall constitute a quorum to carry on business. ARTICLE 4: OFFICERS

  10. Association Officers a. The Officers of the Association shall be as follows: i. President ii. Vice President iii. Secretary iv. Treasurer v. Director at Large

and such other officers as may be determined by the Board of Directors. Officers shall be entitled to be reimbursed for all expenses incurred in the transaction of Association business. The Executive Director shall be entitled to compensation as may be established by the Board of Directors. 2. Qualifications, Term of Office and Election a. Qualifications

i. All officers of the Association, except the Executive Director, must be an employee of a member of the Association. b. Term of Officer i. The term of office of the officers of the Association shall be one (1) year, provided, however, that each officer shall hold his office until his successor has duly been elected or until his death or until he resigns or shall be removed by the Board of Directors. A majority of votes of the Board of Directors may increase the term of any officer to two (2) years. With the exception of the Executive Director, officers shall automatically progress to the next highest level of governance at the end of each one-year term with the Vice President becoming the President, Secretary becoming the Vice President and the new Secretary is elected yearly, the Treasurer (Treasurer is a standalone position elected every two years) remaining in office for two years. c. Election i. The elected officers of the Association shall be filled by a vote of the Board of Directors at the annual convention/meeting. A Candidate must attain a simple majority of the votes cast to be elected. Should no candidate achieve a majority on the first vote, the two (2) candidates for the office who received the largest number of votes cast shall be the candidates for a runoff election. d. Special Appointment i. The Board of Directors may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties, as the Board of Directors may, from time to time, determine. e. Removal i. Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association. In the event of death, resignation, or removal of a Director, his or her successor shall be selected by the remaining Members of the Board and shall serve for the unexpired term of his predecessor. Each Director must be an employee of a member organization or must be an honorary member. In case of a Director leaving the employment of a member company or the underground industry, the Director shall resign, and that position filled by the Board of Directors. 3. Duties of the President a. The duties of the President of the Association shall be as follows: i. To act as Chairman of the Board of Directors. ii. To preside at all membership meetings and at all Board of Directors meetings. iii. To act, subject to the control of the Board of Directors, as Chief Executive Officer of the Association and have general and active management, direction, and supervision, over the business of the Association and over its several subordinate officers. iv. To perform all duties incident of the officer of the President and to perform such other duties as may be assigned to the President by the Board of Directors.

  1. Duties of the Vice President a. The duties of the Vice President of the Association shall be as follows: i. To act in place and stead of the President in the event of his or her absence, inability, or refusal to act. ii. Coordinate meetings and educational sessions with the appropriate committee chairs.
  2. Duties of the Secretary a. The duties of the Secretary of the Association shall be as follows: i. With the assistance of the Executive Director, to keep the minutes of all membership meetings and all meetings of the Board of Directors.
  3. Duties of the Treasurer a. The duties of the Treasurer of the Association shall be as follows: i. With the assistance of the Executive Director, to be the custodian of the records of the Association, and to see that the books, reports, statements, and all documents and records required by law are properly kept and filed.
  4. Duties of the Executive Director a. The duties of the Executive Director of the Association shall be as follows: i. To manage and be responsible for day to day activities of the Association. ii. To perform, or assist in performing, such duties of the President and other officers as the President and/or members of the Board of Directors shall request. iii. To perform, or assist in performing, such duties of the Treasurer/Secretary as requested. iv. To give proper notices as to all meetings, applications for membership and other matter which, in the judgement of the President or Board of Directors, are of importance to the membership. v. With the assistance of the Treasurer, to have charge and custody of, and be responsible for, all funds and securities of the Association and to deposit all funds of the Association in such banks or other depositories as selected by the Association. vi. To oversee the achievement of the goals of the Association. vii. Responsible for annual conventions/meetings, mid-year meetings, and special meetings. ARTICLE 5: INDEMNICIFCATION OF THE OFFICERS AND DIRECTORS
  5. The Association shall indemnify each officer and director against liability and expenses. Including attorney's fees incurred in connection with any legal action in which the officer or director is made a defendant by his good faith efforts on behalf of the Association. This indemnification does not extend to conduct deemed by the Association to have been undertaken in bad faith or contrary to any rule or policy of the Association. As a condition of receiving indemnification, the officer or director shall allow the Association to appoint counsel for him and shall agree to a coordinated defense to the extent deemed appropriate by the Association. Counsel appointed for the officer or director may, at the discretion of the Association, be the same counsel appointed to represent the Association and/or other officers and directors.

ARTICLE 6: AMENDMENTS OF ARTICLES OF INCORPORATION AND BY-LAWS

  1. Articles of Incorporation a. Approval by two-thirds of the Board of Directors shall be necessary to adopt any amendment to the Articles of Incorporation. Amendments may be modified and approved at any meeting of the Board of Directors, provided that the directors received a copy of the proposed amendment a minimum of five (5) days prior to such meeting.
  2. By-Laws a. Approval, by a majority of the Board of Directors, shall be necessary to adopt any amendment to the By-Laws. Amendments may be modified and approved at any meeting of the Board of Directors, provided that the directors received a copy of proposed amendment a minimum of live (5) days prior to the meeting. ARTICLE 7: DUES AND ASSESSMENTS
  3. Fees/Dues a. The amounts of such fees and dues, the periods covered thereby, and the manner of payment thereof shall be determined from time to time by a majority vote of the Board of Directors. Initial dues may be prorated from the month joined.
  4. Assessments a. Such assessments, as are decided upon by a majority of the Board of Directors for specific purposes, shall be paid by the Membership.
  5. Payment of Dues a. Renewal of annual dues of Members shall be due and payable at the beginning of each calendar year.
  6. Non-Payment of Dues a. Failure on the part of any member to pay annual dues or assessments shall result in termination of membership. The Board of Directors may, at its discretion, extend the time of payment of such dues or assessments upon proper application being made thereof.

ARTICLE 8: NOT-FOR-PROFIT AND DISSOLUTION

  1. Non-Profit a. The Horizontal Directional Drilling Association is not organized for pecuniary profit and shall not declare dividends. No part of the dues, fees, or other monies collected by the Association shall inure to the benefit of any member of the Association.
  2. Dissolution a. Upon dissolution of the Association, any unexpended funds, properties, or other assets on hand at the time shall be distributed to charitable, educational, or non-profit institutions, as selected by the Board of Directors.

ARTICLE 9: AMENDMENTS

  1. The by-laws of the Association may be amended at any time upon a two-thirds majority vote of the Board of Directors.

ARTICLE 10: MISCELLANEOUS

  1. Fiscal Year a. The fiscal year of the Association shall begin on the first day of January and end on the December 31 each year, except that the first fiscal year shall begin on the date of incorporation.