Charter & Bylaws

The name shall be the SHALLOW EXPLORATION DRILLERS CLINIC (SEDC).

The office of the organization shall be established from time to time by the Steering Committee.

The purposes of the organization shall be to conduct the business of a trade association for shallow exploratory drilling, to promote common business interests and to provide related services and educational opportunities to improve the technology of businesses and agencies engaged in exploratory drilling. The organization shall schedule an annual meeting and clinic and designate a host state, through a rotating schedule, to host the annual meeting.

The membership of the organization shall consist of individuals and organizations who have an interest in shallow exploratory drilling. The organization shall have the following classes of members:

• Regular Member: shall be an individual with an interest in the exploratory drilling industry who has paid the registration fees and is in attendance at the current years Annual Clinic and Meeting.
• Steering Committee Member: shall be those individuals presently serving on the Steering Committee or subsequently appointed or elected to serve on the Steering Committee.

Dues will be established from time to time by the Steering Committee.

The organization may have such offices as the Steering Committee may designate or as the activities of the organization may from time to time require. The officers of the organization will consist of an Executive Director, Treasurer, and Secretary, who shall be known as the Executive Committee and who shall be elected by the Steering Committee members. Officers shall serve until their resignation or until their successors have been elected. The names of the initial officers are as follows:

• Executive Director: Duane A. Eversoll
• Treasurer: Robert Henthorne
• Secretary: Jacki S. Vogel

• Executive Director - The executive director shall have general supervision of the affairs of the organization, subject to approval of the Steering C ommittee; shall sign or countersign any and all certificates, contracts, and other instruments of the organization as authorized by the Steering Committee, shall appoint committees as needed, and shall perform all other duties incidental to the office of president.
• Treasurer - The treasurer shall have charge and custody of the financial books of the organization; shall collect all funds owed the organization and make all disbursements; and shall present a financial statement of said transactions at the annual meeting and from time to time as directed by the Steering Committee and perform all other duties incidental to the office of treasurer.
• Secretary - The secretary shall issue notices; handle correspondence and other communications of the organization; and keep and maintain the custody of any minutes.

The organization shall be governed by the Steering Committee consisting of interested parties representing shallow exploratory drilling in each of the participating states. The affairs of the organization shall be conducted and managed by the Steering Committee which shall adopt such rules and regulations for the conduct of their meetings and management of the organization as they may deem proper and that are consistent with the laws of the State of Nebraska and other states in which activities are sponsored.

Steering Committee Members - The current number of members constituting the initial Steering Committee is sixteen (16) representing the following states; Iowa, Kansas, Minnesota, Missouri, Nebraska, Oklahoma, South Dakota, and Wyoming. The number of members & participating states may change from time to time. The following persons will serve as the initial Steering Committee members: Don Blankenau, Larry Brady, Stacy Brocka, Ken Doe, Den Dudrey, Duane Eversoll, Paul Hilchen, Dale Glenn, Jim Kearney, Kevin Griese, Derric Iles, Robert Henthorne, Ken Luza, Blake Nelson, Jim Nevels, Jr., Jim Roberts, and Dave Thomssen.

Qualifications - The qualifications of a Steering Committee Member are that he/she is interested in shallow exploratory drilling and resides in, or represents a participating state named above or hereafter designated as a participating state. Each participating state shall have at least one (1) member on the Steering Committee and be entitled to two votes on any and all matters brought forward for a vote of the Steering Committee. Executive Board members are entitled to vote, a vote cast by a member of the Executive Board shall not count towards a states two vote entitlement.

Election and Term - Nominations may be made by any member of the Steering Committee or from the floor at the annual meeting. Election of the Steering Committee members shall be by acclamation by all classes of members registered and in attendance at the annual meeting. Steering Committee members shall serve until their resignation or until election or appointment of their successor.

Vacancies and Appointments - The Steering Committee may appoint new members and fill vacancies occurring between annual meetings. A member of the Steering Committee may be removed by a majority vote of the remaining members for any purpose the Steering Committee deems reasonable.

The Steering Committee shall designate the host state for the annual meeting of the organization utilizing a rotation method between the participating states. The Chairman from the host state shall designate a date and location for the annual meeting and appoint a Local Planning Committee to plan and execute the arrangements for the annual meeting with assistance from the Steering Committee.

The Local Planning Committee shall set fees for registration and commercial exhibits with a break even target. Any profits from the annual meeting shall be forwarded to the Treasurer to be used for subsequent meetings and activities. The purpose of each annual meeting is to present information that will assist all those engaged in exploration drilling in keeping abreast with new techniques and products and reviewing of proper techniques for shallow exploration drilling. An attempt will be made to keep the meetings informal and relaxed and presentation will be on the technician level. A panel discussion may be held to stimulate the attendees and stir participation. Every attempt is to be made to make the technician feel welcome and included in all sessions and activities. Commercial vendors are important contributors and their participation should be encouraged.

This charter may be amended by a majority vote of the Steering Committee. A copy of this charter and any revisions to it shall be provided to each member of the Steering Committee and to any member upon request.