The name of this organization shall be the Division of Petroleum Chemistry, Inc., (hereinafter referred to as "the Division") of the AMERICAN CHEMICAL SOCIETY, (hereinafter referred to as "the SOCIETY").

Section 1. The objects of the Division shall be those of the SOCIETY within the scope of the Division. The scope of the Division shall be the science of chemistry as applied to petroleum and related substances, their processing and products, and related products and processing including the manufacture of petrochemicals.

Section 2. Nothing in these bylaws shall be inconsistent with the Charter, Constitution, and Bylaws of the SOCIETY.

Section 1. Membership in the Division is open to all members of the SOCIETY. Any member of the SOCIETY may join the Division by enrolling with the Division and paying the established annual dues.

Section 2. A National Affiliate may become a National Affiliate of the Division, provided that Divisional dues established for National Affiliates are paid. A National Affiliate shall have all the privileges of membership in the Division except those of voting for or holding an elective position of the Division, voting on articles of incorporation and bylaws, or serving as a member of the Division Executive Committee.

Section 3. A person who is not a member of the AMERICAN CHEMICAL SOCIETY, but who wishes to participate in the activities of this Division, may become a Division Affiliate, provided that dues established for Division Affiliates are paid. Application for Division Affiliate status must be made with the recommendation of at least one Member of the Division acting as a sponsor. A Division Affiliate shall have all the privileges of membership in the Division, as provided in the Division bylaws, except those of holding an elective position in the Division, or voting on articles of incorporation and bylaws, or serving as a member of the Division Executive Committee, or voting for Councilor(s) or Alternate Councilor(s) of the Division.

Section 4. A member may resign from membership in the Division by submitting a resignation, in writing, to the Secretary of the Division during a year in which dues are paid.

Section 5.

(a) A member of the Division who is in arrears of payment of dues for one year shall be stricken from the rolls.

(b) Division Affiliates and National Affiliates of the Division shall retain affiliate status only so long as payment is made of Division dues.

Section 6. Affiliates of the Division may not represent themselves as members of the Division or the SOCIETY.

Section 7. Emeritus status may be granted to members of the Petroleum Chemistry Division who meet all three of the following qualifications: Emeritus members of the Division (a) must have been granted emeritus status in the SOCIETY; (b) must have maintained continuous membership in the Division for at least the last five years preceding their retirement; and (c) must request emeritus membership in the Division annually in writing. Emeritus members of the Division shall be exempt from payment of annual Division dues. They shall have all the privileges of membership in the Division consistent with their emeritus status in the SOCIETY, including voting and participating in Division activities, and receiving the Division Newsletter and Preprints free of charge.

Section 1. The officers of the Division shall be MEMBERS of the SOCIETY and shall consist of a Chair, Chair-Elect, Secretary, Treasurer, the immediate Past-Chair, and the Area Representatives provided for elsewhere in these bylaws. The terms of office of the Chair and Chair-Elect shall be one year, or until a successor is provided. The term of office of the Secretary and Treasurer and of each Area Representative shall be two years, or until a successor is provided. The offices of Secretary and Treasurer may be held by the same person.

Section 2.

(a) The duties of the Chair shall be to preside at meetings of the Executive Committee, to carry into effect the decisions and recommendations of that committee, to preside at business meetings of the Division, and to appoint committees as provided in bylaw VII.

(b) The duties of the Chair-Elect shall be to serve as Chair of the Program Committee and to assume the added duties of the Chair of the Division in the event of the latter’s absence or inability to serve in that capacity.

(c) The duties of the Secretary shall be to keep a record of the proceedings of the Division and of the Executive Committee, to maintain a list of the members and affiliates of the Division, to conduct the business correspondence of the Division as assigned, to send to members and affiliates a record of the proceedings of each meeting of the Division, and to carry out the duties outlined n the Constitution and Bylaws of the SOCIETY.

The Secretary shall promptly transmit all reports required by the SOCIETY to the Executive Director of the SOCIETY.

The Secretary shall preserve in perpetuity approved copies of the Articles of Incorporation and bylaws of the Division and such other documents as may be from time to time be required by the Executive Committee.

The Secretary shall oversee the filling of vacancies in Councilor and Alternate Councilor positions, according to the manner described in bylaw V, Section 6.

(d) The duties of the Treasurer shall be to serve as custodian of the funds of the Division, to collect dues and other revenues, to pay the expenses of the Division that have been authorized by the Executive Committee, to submit a report to the Division at the completion of each fiscal year, and to submit required reports to the Internal Revenue Service.

(e) The immediate Past Chair shall serve as the Chair of the Nominating Committee, as described in bylaw VI, Section 6, and as an ex-officio member of the Executive Committee.

(f) The Area Representatives shall serve as members of the Membership Committee and the Executive Committee, as provided in bylaw IV.

Section 3. Executive Committee.

(a) The Executive Committee shall consist of the officers of the Division, namely the Chair, Chair-Elect, Secretary, Treasurer, the immediate Past Chair, and the Area Representatives; together with the Councilors (or any Alternate Councilor serving as alternate for a Councilor during a specific meeting of the committee), the Managing Editor, the Business Manager, the Chair of the Membership Committee, the Chair of the Long-Range Planning Committee, the Program Secretary, the editor of the Division Newsletter, the Division Webmaster, and the Foreign Representative(s).

(b) The duties of the Executive Committee shall be to conduct all affairs of the Division not otherwise provided for in these bylaws. The Executive Committee shall hold a meeting at each meeting of the Division and prior to any business session of the Division, for the purpose of considering the business of the Division and receiving reports of the appointed committees. The Chairs of the appointed committees shall be invited to attend the meeting of the Executive Committee.

The Executive Committee shall prepare a budget covering the anticipated income and expenditures of the Division for the ensuing year and shall approve any additional expenditures not therein provided for. The Executive Committee shall also fill any vacancies among the officers of the Division, other than the Chair, the immediate Past Chair, Councilors, and Alternate Councilor, as provided in Section 7 of this bylaw.

Section 4. Election of Officers.

(a) The Chair-Elect, Secretary, Treasurer, and the proper number of Area Representatives, Councilors, and Alternate Councilors shall be elected by letter ballot prior to September 1 of each year. Area Representatives for the odd-numbered Areas shall be elected in odd-numbered years, and Area Representatives for the even-numbered Areas shall be elected in even-numbered years.

All elective positions shall be held by Members of the Division and MEMBERS of the SOCIETY. The Chair-Elect shall automatically take office as Chair for the ensuing year on January 1 of that year. The newly elected Chair-Elect, Secretary, Treasurer, and Area Representatives shall also take office at the same time.

Councilors and Alternate Councilors, who are elected for three-year terms as provided in the Constitution of the SOCIETY, shall take office on the January 1 following their election.

(b) For the purpose of nomination and election of Area Representatives on the Executive Committee, the number and geographical boundaries of such Areas shall be as determined by the Executive Committee, with the provision that there shall not be fewer than five nor more than ten such Areas. Only members residing in an Area may nominate, elect, or serve as its Area Representative, provided, however, that such member serving as Area Representative must also be a MEMBER of the SOCIETY as provided elsewhere in these bylaws.

(c) Nominations shall be made as follows:

The Secretary shall send nomination letter-ballot forms to the members not later than March 1. These forms shall provide space for nominating a Chair-Elect, Secretary, Treasurer, and such Area Representatives, Councilors, and Alternate Councilors as are to be elected. The number of Councilors and Alternate Councilors to be elected each year shall be chosen by the Executive Committee so as to provide overlapping, three-year terms for the total number of Councilors and Alternate Councilors apportioned to the Division.

Ten such nomination letter-ballots naming any Member for the office of Chair-Elect, Secretary, Treasurer, Councilor, or Alternate Councilor, or five such ballots naming any eligible Member for Area Representative, and received by the Secretary before an announced deadline, shall nominate. All executed nomination letter-ballots shall be placed in the hands of the Nominating Committee not later than May 1.

The nominating Committee shall augment the letter nomination as it sees fit, to provide at least two nominees for Chair-Elect, one or more nominees for Secretary and Treasurer, at least two nominees for each Area Representative to be elected, and at least two nominees for each Councilor and Alternate Councilor to be elected. The Commmittee shall advise the Secretary of the names of all nominees not later than June 1.

(d) Election shall be by secret ballot, as follows:

The Secretary shall, not later than July 1, mail to the members election ballots listing, in alphabetical order, all candidates for each office, accompanied by a brief sketch of each candidate. Each voter shall thereon indicate a choice for Chair-Elect, Secretary, Treasurer, Councilor, Alternate Councilor, and for Area Representative in the voter’s own Area only, if one is to be elected. The voter shall also indicate second and third choices for any office for which three or more candidates have been nominated. The voter shall then seal the election ballot in a plain, unmarked envelope and enclose this, together with the voter’s legible signature on a separate piece of paper, in another envelope marked "Ballot", to be mailed to the Secretary before a deadline not later than August 12.

The Secretary, after discarding any envelopes not containing a valid signature, shall convey all ballot envelopes, unopened, to the tellers of the election, appointed by the Chair. The ballots shall be tallied as provided in the following paragraphs; and the results of the election shall be announced to the membership prior to October 1.

Prior to the business session of a Division meeting held in conjunction with the fall National Meeting of the SOCIETY, or, in the absence of such a Division meeting, before September 12, the tellers shall determine the number of ballots indicating first choice for each of the candidates for Chair-Elect, Secretary, Treasurer, Councilor, and Alternate Councilor. If three or more Members have been nominated for an office and no individual candidate has a majority of all ballots cast, the candidate receiving the least votes shall be dropped and ballots favoring the dropped candidate shall be distributed among the other candidates according to the voters’ second choices. If both the first and second choice candidate on a ballot have been dropped, the ballot shall be counted for the third choice candidate. Should more than two candidates remain and no majority be indicated, this procedure shall be repeated successively until a single candidate receives a majority of all ballots cast. The candidates receiving a majority of votes shall be deemed elected, and the tellers shall so report to the Chair.

After the result of the election of Chair-Elect, Secretary, and Treasurer has been determined, the tellers shall tally the first-choice votes for each Area Representative to be elected. Should a nominee for Area Representative have been elected Chair-Elect, Secretary, or Treasurer (and three or more candidates have been nominated), those ballots favoring that candidate shall be initially distributed according to second choice; if there were only two such candidates, the remaining one shall be deemed elected. If no majority is indicated in any Area Representative election, the procedure in the preceding paragraph shall be followed. The nominees then receiving the largest number of votes shall be deemed elected Area Representatives, and the tellers shall so report to the Chair.

Section 5. Terms of Office.

(a) The terms of office of the Chair and Chair-Elect shall be one year, or until a successor is provided.

(b) The term of office of the Secretary and Treasurer and of each Area Representative shall be two years, or until a successor is provided. The offices of Secretary and Treasurer may be held by the same person. The Secretary shall be elected in even-numbered years, and the Treasurer shall be elected in odd-numbered years.

(c) The terms of office of Councilors and Alternate Councilors shall be three years.

The Secretary shall maintain a record of the names of all nominees for Councilor and Alternate Councilor within each three-year class in an order determined by the number of votes received. A vacancy in the office of Councilor shall be filled as soon as it occurs by appointment of the Alternate Councilor who had received the most votes at the time of election, or, if that person should be unable or unwilling to serve as Councilor for the unexpired term, another Alternate Councilor shall be appointed, in order of the number of votes received.

A vacancy in the office of Alternate Councilor shall be filled with reference to the voting results in the year in which the resigning Councilor or Alternate Councilor was elected. The nominee for Councilor or Alternate Councilor who received the most votes while failing to be elected in that year shall become an Alternate Councilor for the remainder of the term, and each Councilor and (or) Alternate Councilor below the resigning person shall move up one position in that class. This method of selecting replacements shall also apply when an Alternate Councilor is elected to Councilor before the expiration of the three-year term as Alternate Councilor. The Secretary shall make these replacements without further authorization.

Section 6. Incumbency in one office shall not render anyone ineligible to this or another office for the succeeding year, except that Area Representatives shall not serve for more than two successive terms. Nomination for Chair-Elect, Secretary, or Treasurer shall not render anyone ineligible for nomination as Area Representative.

Section 7. In the event of a vacancy in the office of Chair, the Chair-Elect shall assume the added duties of the Chair for the unexpired term. Vacancies in all other elective offices except Councilor and Alternate Councilor shall be filled by the Executive Committee by appointment of a MEMBER of the SOCIETY for the unexpired term. In the event the office of Chair-Elect is filled by appointment, the Division shall elect both a Chair and a Chair-Elect at it next election.

Section 1. The elected officials of the Division are subject to recall for neglect of duties or for conduct injurious to the SOCIETY.

Section 2. The recall of an official shall be initiated when a signed petition, indicating in writing the specific charges and reasonable substantiating evidence, is submitted to the Chair from at least five voting members of the Division. In the event that the Chair is the official in question, the Chair-Elect shall receive the petition and shall assume the duties of the Chair with respect to this issue until the issue is resolved.

Section 3. The Chair shall without delay determine that the petitioners are aware of the gravity of their actions and of the procedures to be followed. The Chair shall seek an alternate resolution to the problem and a withdrawal of the petition at this time. In the absence of a resolution to the problem, the Chair shall notify the members of the Executive Committee and call a special meeting of the Executive Committee within thirty days.

(a) The Executive Committee shall promptly continue the removal process, or dismiss the petition as ill-founded, or find an alternative solution to the problem. The Chair shall promptly inform the petitioners and the official of the decision of the Executive Committee.

(b) If the proceedings continue, the Chair shall assign the duties of the official to another member of the Division until the issue is resolved.

(c) If the proceedings continue, the official shall be offered an opportunity to answer the allegations in the petition before the Executive Committee.

Every reasonable effort shall be made to contact the official throughout this procedure. That effort shall include a certified letter to the last known address of the official on the membership rolls of the SOCIETY. Upon notification, the official shall have thirty days to make a written response to the allegations. The Executive Committee shall decide whether to proceed after studying the official’s response. The Chair shall inform the official and the petitioners of the decision of the Executive Committee.

If no contact can be made with the official after a reasonable effort, the Executive Committee may remove the official in question with a two-thirds vote of the remaining members.

(d) If the proceedings continue, the official in question shall choose one of the following options:

(1) The official may resign.

(2) The official may request a recall vote in the same manner as the original election, which must be consistent with the Division bylaws. The voting membership shall be informed, through brief witten statements prepared by the Executive Committee and the official, of the issues involved with the recall vote. Both statements shall be given to the voting membership before the vote is taken.

(3) The official may request a hearing and recall vote by the remaining members of the Executive Committee. A two-thirds vote of the remaining members of the Executive Committee shall be required to recall the official.

(4) The official may choose not to respond and thus forfeit the position.

Section 4. The vacancy provisions of these bylaws shall be used to fill a vacancy caused by a recall process. The membership of the Division and the Executive Director of the SOCIETY shall be informed of the results of the recall process and the replacement of the official.

Section 1. In addition to the Executive Committee, the Division shall have the following standing committees:

Auditing Committee

Committee on Nominations for National Office and Awards

Long-Range Planning Committee

Membership Committee

Nominating Committee

Preprints Committee

Program Committee

Except as otherwise provided in these bylaws, the Chair shall appoint the Chair and members of each of these committees as soon after taking office as practicable.

Section 2. The Auditing Committee shall be responsible for auditing the financial records of the Division. It shall submit a written report of its findings to the Executive Committee within six months of the close of the fiscal year for which the audit was made. The Chair of this Committee shall be appointed by the Chair of the Division.

Section 3. The Councilors and Alternate Councilors of the Division shall constitute a Committee on Nominations for National Offices and Awards. This Committee shall be responsible for nominating qualified members of the Division for appropriate awards and SOCIETY offices, positions (except Councilor and Alternate councilor) and committee memberships. The Chair of this Committee shall be appointed by the Chair of the Division.

Section 4. The Long-Range Planning Committee shall be responsible for developing and continuously updating recommendations provided for the welfare and efficient functioning of the Division in future years. Special attention shall be given to areas of finance, organization, meetings, membership, programs, publications, and any others likely to have a major effect on Division affairs. The Committee shall be composed of the three immediate Past Chairs of the Division who are available for service in this capacity. The member who has the longest period of service on this Committee shall serve as its Chair and shall be an ex-officio member of the Executive Committee.

Section 5. The Membership Committee has primary responsibility for enlisting new members and affiliates in the Division and retaining the interest, participation, and membership of current members. It shall consist of a Chair appointed by the Chair of the Division, the duly elected Area Representatives who are responsible for memberships within their respective Areas, and one or more Foreign Representatives, appointed by the Division Chair, responsible for foreign members. The Chair of the Membership Committee shall be an ex-officio member of the Executive Committee and the Program Committee.

Section 6. The Nominating Committee shall be responsible for providing an adequate number of qualified candidates for the various elective positions within the Division, as provided elsewhere in these bylaws.

Section 7. The Preprints Committee shall be responsible for the timely publication of the Preprints of the Division of Petroleum Chemistry and Petrochemicals, Inc. (the Preprints), and for the design and content thereof. The Managing Editor shall be the Chair of this committee, which shall consist also of the Associate Editors, the Business Manager, and the Chairs of the Program Committee and the Membership Committee, or their designated alternates, as ex-officio members.

Section 8. The Program Committee shall be responsible for planning, organizing, and conducting the technical programs of the Division. This Committee shall consist of the Chair-Elect of the Division, who serves as Chair, the Program Secretary, appointed by the Chair of the Division, and twelve members serving four-year terms each. Terms shall be staggered so that each Chair-Elect appoints three members to this Committee. The Managing Editor and the Chair of the Membership Committee, or their designates, shall be ex-officio members of the Program Committee.

Section 9. With the approval of the Executive Committee, the Chair of the Division may appoint other ad hoc committees as needed to consider, conduct, and report to him upon such matters as may be delegated to them.

Section 1. Members of the Division shall pay annual dues in advance in an amount determined by the Executive Committee.

Section 2. National Affiliates of the Division shall pay annual dues in an amount determined by the Executive Committee. Failure to pay such dues in advance shall terminate the affiliation with the Division.

Section 3. The annual dues of Division Affiliates shall be determined by the Executive Committee in accordance with the Constitution and Bylaws of the SOCIETY. Failure to pay such dues in advance shall terminate the affiliation.

Section 1. The Executive Committee shall schedule at least one meeting of the Division each year, to include a technical session in accordance with the requirements of the Bylaws of the SOCIETY, to be held in conjunction with a National Meeting of the SOCIETY. The Executive Committee may also schedule such additional meetings as it deems advisable.

Section 2. Division business requiring a vote of the membership shall be conducted only at a meeting of the Division held in conjunction with a National Meeting of the SOCIETY, except as provided elsewhere in these bylaws. The time of the first session of a Division meeting at which business is to be transacted shall be set by the Chair and announced to the members at least two weeks in advance.

Section 3. At any business session of the Division, the members present shall constitute a quorum.

Section 4. The order of business shall be as follows:

Reading of Minutes

Report of Executive Committee

Report of Secretary

Report of Treasurer

Reports of Committees

Miscellaneous Business

Section 1. The official organ of the Division shall be the publications of the AMERICAN CHEMICAL SOCIETY.

Section 2. The Executive Committee may at its discretion provide for distribution of other publications to enrolled members and affiliates of the Division. Such publications may include, but are not necessarily limited to, a Division Newsletter and a Division Home Page on the world-wide web. These publication methods may be used for rapid dissemination of news items or other information of importance to members of the Division.

Section 3. Each year with the approval of the Executive Committee the Chair shall appoint a Managing Editor and a Business Manager who shall be responsible for the preprints of the Division. Each shall be an ex-officio member of the Executive Committee.

(a) The Managing Editor shall be responsible for the editorial content of and timely preparation of manuscripts for the Preprints of the Division of Petroleum Chemistry and Petrochemicals, Inc. (the Preprints). The Managing Editor shall also be the Chair of the Preprints Committee.

(b) The Business Manager shall be responsible for the printing and distribution of the Preprints to the members of the Division and for the sale of single copies.

Section 1. A proposed amendment of these bylaws must first be submitted in writing to the Executive Committee. If it is approved by the Executive Committee, the Secretary shall furnish all members of the Division with copies of the full text of the proposed amendment, together with arguments in favor of and opposed to its adoption, at least thirty days before the mailing of the mail ballot concerning the amendment. Amendment of these bylaws shall be considered adopted by the membership if two-thirds of the valid ballots, received within thirty days after the mailing of the ballot, are in favor of the amendment.

Section 2. An amendment of these bylaws, after adoption by the Division, shall become effective upon approval by the Committee on Constitution and Bylaws, acting for the Council of the SOCIETY, unless a later date is specified in the amandment.

Upon the dissolution of the Division and the discharge of its debts and the settlement of its affairs, any assets of the Division remaining thereafter shall be conveyed to such organization then existent as is dedicated to objects similar to those of the Division and of the AMERICAN CHEMICAL SOCIETY, or to the AMERICAN CHEMICAL SOCIETY, so long as whichever organization is selected by the governing body of the Division at the time of dissolution shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 as amended or under such successor provision of the Code as may be in effect at the time of dissolution of the Division.

These bylaws are subordinate to the Constitution and Bylaws of the SOCIETY. The rules contained in the most recent edition of "Robert’s Rules of Order" shall govern the Division in all cases in which they are applicable, and in which they are not inconsistent with the Constitution and Bylaws of the SOCIETY or the bylaws of the Division.