Articles of Incorporation

 

Article One
Article Two

Article Three

Article Four

Article Five

Article Six

Article Seven

 

TO: THE HONORABLE JEANNETTE B. EDMONDSON

SECRETARY OF STATE

STATE OF OKLAHOMA

We, the undersigned Incorporators,

NAME ADDRESS CITY AND STATE
John Hyden 3707 East 51st Street Tulsa, Oklahoma
Henry G. Will 2400 First National Tower Tulsa, Oklahoma
Judith A. Ruffing 2400 First National Tower Tulsa, Oklahoma

being legally competent to enter into contracts, for the purpose of forming a nonprofit corporation under Chapter 19 of the "Business Corporation Act" of the State of Oklahoma (18 0.S. 1981, § § 851 to 864), do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the Corporation is: SOCIETY OF EXPLORATION GEOPHYSICISTS

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ARTICLE TWO

The address of the corporation's registered office in the State of Oklahoma is 2400 First National Tower, Tulsa, Oklahoma 74103, and the name of its registered agent is Henry G. Will.

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ARTICLE THREE

The purpose of the Corporation is to promote the science of geophysics, especially as it applies to exploration. In order that its purpose may be accomplished, the Corporation shall have the power and authority to hold meetings for social intercourse and the reading and discussion of professional papers; to circulate among its members, by means of publications or otherwise, the information obtained by this or other means; to provide for the organization and continuation of affiliated groups, either within or outside of the State of Oklahoma, and either within or outside of the continental limits of the United States of America; to provide for the organization, affiliation and continuance of regional sections, technical divisions and affiliated societies, either within or outside of the State of Oklahoma, and either within or outside of the continental limits of the United States of America; to hold meetings of its members and of its managers, either within or outside of the State of Oklahoma, and either within or outside of the continental limits of the United States of America; to have offices outside of as well as within the State of Oklahoma; to construct, maintain, manage, buy, own, sell and lease from any person, or to any person, such real or personal property as may, to the Executive Committee of the Corporation, appear desirable in order to accomplish its purpose; to receive by gift, devise, bequest or otherwise any money or real or personal or mixed property, either absolutely or in trust, subject to the approval and acceptance thereof by the Corporation, to be used in the furtherance of the purpose of the Corporation; to borrow money for the purpose of the Corporation including that necessary to preserve, maintain,. repair and improve all real and personal property of the Corporation and to execute promissory notes or other evidences of indebtedness and secure the payment thereof by mortgage or pledge; to execute contracts or trust agreements with individuals, corporations or partnerships for the purpose of the Corporation; to enter into, make and perform contracts of every kind for the purpose of the Corporation with any person, firm, association or corporation, town, city, county, body politic, state government or dependency thereof; to provide a classification of membership into one or more classes and to provide the conditions of membership for each class; to provide the method of electing members; to admit or exclude any person, or to expel any person from membership; to provide the conditions under which membership may be forfeited; to provide that membership may be forfeited for nonpayment of dues without giving a notice; to provide, and to aid in providing, such entertainment from time to time, as to the Executive Committee may appear desirable; to make such by-laws as its members may deem proper in order to accomplish the purpose of the Corporation, which by-laws may be divided into two parts, one part to be known as the "Constitution" and the other part to be known simply as the "By-Laws," either of which may be adopted, amended or repealed in accordance with the provisions thereof; and to do any and all other things, and to take any and all other actions, which may be lawfully done or undertaken by corporations organized under Chapter 19 of the "Business Corporation Act" of the State of Oklahoma (18 O.S. 1981, §§ 851 to 864).

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ARTICLE FOUR

The Corporation shall not afford pecuniary gain, incidentally or otherwise, to its members and it shall have no capital stock. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in ARTICLE THREE hereof.

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ARTICLE FIVE

The period of duration of the Corporation shall be perpetual.

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ARTICLE SIX

The number of directors which shall constitute the first board of directors of the Corporation, to be known as the "Executive Committee" of the Corporation, shall be seven (7). Said committee shall be composed of such officers as from time to time are elected members of the Executive Committee in accordance with the Constitution and the By-Laws. The directors constituting the first Executive Committee shall hold office until December 6, 1984, unless the office of any of said directors should become vacant at an earlier time, through death, resignation or otherwise. The name and address of each such director are as follows:

NAME ADDRESS CITY AND STATE
T. R. LaFehr Department of Geophysics
Colorado School of Mines
Golden, Colorado
Edwin B. Neitzel ARCO Oil and Gas Company
P.O. Box 2819
Dallas, Texas
James K. Grigsby NORPAC Exploration Services, Inc.
1011 Highway 6 South Suite 220
Houston, Texas
John K. Costain Virginia Polytechnic Institute
Department of Geological Sciences
Blacksburg, Virginia
Margaret M. Welch Exxon Production Research Company
P.O. Box 2189
Houston, Texas
Stanley H. Ward University of Utah Research Institute
Earth Science Laboratory
420 Chipeta Way, Suite 120
Salt Lake City, Utah
E. R. Brumbaugh 3830 Tall Pines Drive New Orleans, Louisiana

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ARTICLE SEVEN

Upon the dissolution of the Corporation, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute ail of the assets of the Corporation to such organization or organizations organized and operated exclusively for nonprofit purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Committee shall determine. Any of such assets not so disposed of shall be disposed of by the District Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

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IN WITNESS WHEREOF, we have hereunto set our signatures in Tulsa, Oklahoma, this 31st day of October, 1983.

John Hyden

Henry G. Will

Judith A. Ruffing

 

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this 31st day of October, 1983, personally appeared John Hyden, to me known to be the identical person who executed the foregoing Articles of Incorporation and acknowledged to me that he executed the same as his free and voluntary act and deed, for the uses and purposes therein set forth.

WITNESS my hand and official seal the day and year last above written.

Notary Public

My Commission Expires: March 12, 1985

 

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this 31st day of October, 1983, personally appeared Henry G. Will, to me known to be the identical person who executed the foregoing Articles of Incorporation and acknowledged to me that he executed the same as his free and voluntary act and deed, for the uses and purposes therein set forth.

WITNESS my hand and official seal the day and year last above written.

Notary Public

My Commission Expires: March 12, 1985

 

BEFORE ME, the undersigned, a Notary Public in and for said County and State, on this 31st day of October, 1983, personally appeared Judith A. Ruffing, to me known to be the identical person who executed the foregoing Articles of Incorporation and acknowledged to me that he executed the same as his free and voluntary act and deed, for the uses and purposes therein set forth.

WITNESS my hand and official seal the day and year last above written.

Notary Public

My Commission Expires: March 12, 1985

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