BYLAWS
OF THE INTERNATIONAL GEOTHERMAL ASSOCIATION
1Name and emblem

1.1

The name, goodwill, emblem and other insignia of the Association may not be used for any
purposes other than as provided for by the Constitution or these Bylaws or expressly authorized
by the policies of the Board of Directors. No individual, authority or entity (legal or natural, in
corporate or any other form) may use the name, goodwill, emblem or other insignia of the
Association without written consent from the Board of Directors.

2

Structure of the Association

2.1

The Association is chartered as the International Geothermal Association, [Inc.], under the lawsof New Zealand. The laws of New Zealand shall therefore apply to the Constitution and the
Bylaws.

2.2

The Association is an independent and self-supporting organization. It is furthermore a not-forprofit, non-political, non-governmental organization.

2.3

The Association consists of its Members, its Board of Directors, its Officers, its Secretariat, its
Permanent Committees and such other Committees, Regional Branches and Affiliated
Organizations as from time to time may exist.

2.4

The financial year of the Association shall be the calendar year, from the 1st of January to the
31st of December each year.

2.5

The Constitution and Bylaws of the Association shall govern its structure and operations. The
Bylaws of the Association shall be operated in conjunction with the Constitution and shall bebinding on the Members.

2.6

In case of discrepancies between the provisions of the Constitution and the Bylaws, theprovisions of the Constitution shall prevail.

3

Membership

3.1

Membership of the Association shall always be open to the following classes of members:
3.1.1

Individual Members are scientists, technologists and other persons engaged in the
research, development, utilization or promotion of geothermal resources andgeothermal energy, and other persons as may be considered qualified by the Board of
Directors.

3.1.2

Student Members are students with an interest in geothermal resources andgeothermal energy who are regularly enrolled in a college or university. Student
members have all the rights, the privileges and the duties of membership but do nothave the right to vote or hold office.

3.1.3

Institutional Members are non-profit organizations entrusted with promotion,planning, supervision, co-ordination or performance of geothermal activities andwhich support the objectives of the Association. Each Institutional Member is entitledto three voting representatives. Each voting representative will receive all the
documentation provided by the Association to Individual Members.

3.1.4Affiliated Members are individual members belonging to the Association through agroup scheme by virtue of their membership in an Affiliated Organization. They havethe same voting rights as Individual Members. Their obligations and benefits may
differ from those of Individual Members according to the terms of the group scheme
agreed between the Affiliated Organization and the Board of Directors.

3.1.5

Corporate Members are international, national, regional or local organisations
engaged in industrial, scientific or cultural activities which are established on acommercial or profit-making basis, and are interested in geothermal energy andsupport the objectives of the Association. Refer to Art. 7 for detailed corporate
membership benefits

3.1.6

Honorary Members are senior Individual Members who have given many years ofservice to the Association and have made significant contribution in the field ofgeothermal resources and energy. A maximum of one person per year may be elevatedto the Honorary Member grade by the Board of Directors of the Association. Honorary
members have all the rights, the privileges and the duties of membership but do nothave the right to vote or hold office.

3.2

Membership of the Association shall be made publicly available. The Board of Directors may add
classes of membership to the ones described in these Bylaws, as the Board of Directors deems
fit from time to time.

3.3

Applications to join the Association shall be addressed in writing to the Secretariat and approvedby the Board of Directors. The application approval may be delegated by the Board of Directors
to the Executive Director and/or the Chair of the Membership Committee.

4

Affiliated Organizations

4.1

The Board of Directors is authorized to negotiate an agreement (an “Affiliation Agreement”)
with other organizations, referred to herein as “Affiliated Organizations”.

4.2

Such an Affiliation Agreement shall define the duties and obligations of the two bodies towards
each other, the applicable annual fees and payment thereof, the remedies for non-payment ofannual fees, as well as any privileges or benefits which members of the applicable Affiliated
Organization will receive. The Affiliation Agreement is signed with a duration of a minimum of 3
years in keeping with the objectives of the Association.

4.3

The Affiliated Organization shall promote the aims and objectives of the Association and shallcooperate with the Association in activities of mutual interest.

4.4

Liaison officers between Affiliated Organizations and the Association may be appointed bymutual agreement of the parties.

5

Membership fees

5.1

The annual fees and privileges of all classes of Members applicable for the coming operational
year, shall be fixed by the Board of Directors prior to the [1st of November] each year andcommunicated thereafter to the Members. Information regarding the annual fees of Members
shall be made available to all Members.

5.2

The Board of Directors shall be authorized to apply different annual fees between classes ofMembers.

5.3

Annual fees of individual Members shall be fully paid before the 31st of March of each year.
Affiliated, institutional and corporate memberships shall be fully paid before the 30th of June ofeach year.

6

Register of Members

6.1

The Board will ensure the Association maintains an up-to-date register of Members including
name and contact details and date in which each person became a Member, and type ofmembership they hold (i.e. individual, student, institutional, affiliated, corporate, honorary)

7

Corporate Membership

7.1

The Board of Directors is authorized to accept special Corporate Membership in the form,
classes and amounts as agreed by the Board of Directors.

7.2

Such acknowledgement and membership shall be conducted subject to the control of the Board,shall not in any way conflict with the objectives of the Association, or cause any loss or damage
to the Association, any Member and Director, the Secretary, and Board or the President, andcomply with all relevant laws, rules and regulations;

7.3

The Board shall take all reasonable steps to ensure the division of such entitlements on an equalbasis amongst all Corporate Members to the extent possible.

8

Officers, Executive Director and Secretariat

8.1

Officers
8.1.1

The Officers of each Board of Directors shall be elected by the newly-elected membersof the Board of Directors, from its own members. To obtain nominations and selectcandidates the retiring President shall set up an ad hoc committee comprisinghim/herself and three other members of the retiring Board of Directors, who shall notthemselves be candidates for office. The committee shall verify that all nominees arewilling to serve as Officers.

8.1.2

The election shall be carried out by the Secretariat, under the supervision of theretiring Secretary. The election shall take place after the election of a new Board of
Directors has been finalized as per the provisions of Articles [9.7 -9.11] (Election ofBoard of Directors) of the Constitution, but prior to the upcoming AGM. The election
takes place by way of a majority vote of the total number of Directors present. The
results of the election of the Officers shall be declared at the AGM when a new Boardof Directors takes office, and the Officers shall start their terms of office at theconclusion of such AGM. They shall hold office until the conclusion of the AGM held in
the third year from the year in which they took office, except in the cases ofresignation, expulsion or death.

8.1.3

The President: The President will normally act as the Chairperson of the Board of
Directors and shall preside at all meetings of the Association. The President shall be an
ex-officio member of all Permanent Committees, except the ‘Membership andNominating’ Committee and the ‘Audit and Risk’ Committee and it shall be his/herduty to represent the Association in dealing with outside agencies or individuals andto transact business on behalf of the Association as the Board of Directors may direct.
The President may delegate, in writing, some specific and temporary functions in any
member of the Association. Such written delegation is not required if the recipient ofsuch powers or functions is the Vice-President.
8.1.4

The Vice-President: The Vice-President shall perform such functions as may bedelegated by the President and act in the place of the latter in the event of his/herinability to act.

8.1.5

The Secretary: The Secretary shall be responsible for the administration of elections,the certification of all elections and votes, and for advising, or obtaining advice, on any
legal matters arising in the course of the Association's activities. The Secretary shallalso be responsible for supervision of the Secretariat.

8.1.6

The Treasurer: The Treasurer shall have the custody of the Association's funds andshall be responsible for managing these funds in a judicious manner. With theassistance of the Executive Director he/she shall keep full and accurate accounts ofreceipts and disbursements and shall deposit all monies and other valuable effects inthe name and to the credit of the Association in such depositories as may be approvedby the Board of Directors.
The Treasurer, or the Executive Director (Art. 8.2 of these Bylaws) acting on theapproval of the Treasurer, shall disburse the funds of the Association as may beordered by the President or the Secretary or by both if the disbursement exceeds alimit determined by the Board of Directors.
The Treasurer, or the Executive Director (Art. 8.2 of these Bylaws) acting on theapproval of the Treasurer, shall demand proper receipts for such disbursements andrender to the President at the regular meetings of the Board of Directors, or whenever
the President may require, an account of all his/her transactions and of the financial
conditions of the Association. All cheques or withdrawal slips drawn by the Treasurer,or Executive Director, above a threshold determined by the Board of Directors needprior written authorization by the President.
The Treasurer, or the Executive Director (Art. 8.2 of these Bylaws) acting on theapproval of the Treasurer, shall receive and record all payments of dues, assessments,
contributions, payments for literature, and any other income. The Treasurer shallreport to the Finance Committee, of which he/she is a member without the right tovote.
The Treasurer, or the Executive Director (Art. 8.2 of these Bylaws) acting on theapproval of the Treasurer, may appoint a designated auditor.

8.2

Executive Director and Secretariat
8.2.1

The Executive Director: The Board of Directors shall engage an Executive Director
through employment, contract, or other arrangement, to be responsible foradministering the procedures, finances, personnel and other routine business of theAssociation, subject to the Board of Directors, and for carrying out all such functions
as the Board of Directors shall require.
These functions shall include but not limited to:
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coordination of all the Association's activities, correspondence and meetings,
including editing of minutes;
collection of membership dues and all other dues;
maintenance of master register of Members;
development of and assistance with campaigns to develop membership interest;
development of and assistance with fund raising campaigns;
assistance with planning and budgeting;operation and maintenance of the official website of the Association and othersocial-networks media;
maintenance of all financial accounts of the Association's Secretariat and provide
quarterly financial statements to the Treasurer:
propose to the Treasurer and to the Board an external audit firm, and prepare all
the proper documents for the firm to accomplish its functions, in accordance with
the Treasurer.

The Executive Director shall be under the direction and supervision of the Secretary or
such other member of the Board of Directors as may be appointed by the President.
Such an alternative appointment takes effect only upon receipt by the Executive
Director of its notification in writing. The Executive Director shall attend all meetingsof the Board, and General Meetings of the Membership, but shall not have a vote atsuch meetings.
8.2.2

The Secretariat: The Secretariat shall maintain offices and office hours suitable forthe reception of visiting members, for the maintenance of the Association's files andrecords, and for the conduct of daily business.
The Secretariat does not have a permanent location, but can rotate in location
amongst countries having significant activities in geothermal research, development
and utilisation, if a majority of the Board of directors of the Association so decides.
The Secretariat shall assist as required with the organization of meetings and courses.
It shall also publish newsletters, circulars or other material as the Board of Directors
shall direct and authorize.

9

Committees appointed by the Board of Directors

9.1

The following Permanent Committees shall be operating within the Association:
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Bylaws Committee
Education and Information Committee
Finance Committee
Risk and Audit Committee
Membership and Nominating Committee

9.2

As far as is practicable, the composition of the Committees should reflect the geographicalspread of the Association.

9.3

Other functional and technical ad hoc committees may be appointed by the Board of Directors
from time to time.

9.4

The members of the Permanent Committees shall be appointed by the Board of Directors during
the first meeting of a new Board or as soon as possible thereafter. The Chairperson of thePermanent Committees shall be appointed by the Board of Directors from the members of theBoard of Directors at the same meeting. Members of the Association who are non-Board
members can request to join the Permanent Committees

9.5

The Chairperson and members of Permanent Committees and ad hoc committees serve only
until the end of the term of the Board of Directors which appoints them.

9.6

Each Permanent Committee shall create and submit to the Board of Directors for approval, theTerms of Reference describing the mandate of such Permanent Committee.

9.7

The Chairperson of each permanent and ad hoc committees must prepare and discuss with thecommittee members a written report to be presented at every meeting of the Board and at
every AGM.

9.8

The Chair of each Permanent Committee shall be part of the Executive Committee, which also
comprises the Officers of the Association. The executive Committee shall have full powers to
conduct the affairs of the Association between meetings of the Board, in accordance with thepolicy and decisions made by the Board.

9.9

Bylaws Committee
9.9.1 The Bylaws Committee shall consist of no less than three members of the Board of
Directors and no less than two non-Board members.
9.9.2 The Bylaws committee shall be responsible for advising the Board of Directors about
necessary changes to the Association’s Constitution and Bylaws, drafting amendments
to meet the requirements of the Directors and ensuring that any recommended changes
respond to the needs of the Association and its membership while conforming to therequirements of the Constitution.

9.10 Education and Information Committee
9.10.1 The Education and Information Committee shall consist of no less than three membersof the Board of Directors and no less than two non-Board members.
9.10.2 The Education and Information Committee shall be responsible for the education
functions of the Association and shall serve as a coordinating body for planning,organising and supporting the realisation of educational activities of the IGA. In
particular, the committee will receive, process and assess on submissions for supporting
educational activities from Affiliated Members, and present proposals to the Board.
9.10.3 The committee shall advise the Board on policies concerned with the collection,compilation, publication, exchange and dissemination of geothermal information,
including information on utilisation, development, technical findings, scientific research,meetings, publications and Association activities.

9.10.4 The Committee shall also be responsible for collecting and editing information on aregular basis, to be published either in publications of the Association or in alreadyestablished and qualified geothermal journals and magazines.
9.10.5 The committee shall also be responsible for directing the implementation of information
policies determined by the Board.
9.11 Finance Committee
9.11.1 The Finance Committee shall consist of no less than five members of the Board of
Directors.
9.11.2 The Finance Committee shall advise the Directors on policies relating to financing,budgeting and membership contribution. It shall deal with all matters concerning
funding and income sources, expenditures and disbursements of any kind, preparationof the annual budget and any other issue related to the administration and finance of
the Association.
9.11.3 The Treasurer of the Association is an ex-officio member of the Finance Committee but
is not entitled to vote.
9.12 Risk and Audit Committee
9.12.1 The Risk and Audit Committee shall consist of no less than three members of the boardof Directors and no less than two non-board members.
9.12.2 The Committee will oversee and update ‘The Code of Ethics’ which will be
communicated to every member of the Association, monitor adherence to the code, andwill report to the Board on compliance.
9.12.3 The Committee shall recommend the appointment of an external independent auditor
9.12.4 The Committee will receive any complaints from the Members regarding ethics, advise
the board of any serious breach of the code, and will deal with any issue regarding ethics.
9.12.5 The committee will be responsible for risk identification and register, and will be
involved in risk management processes of the Association, particularly in relation to theService Company and the World Geothermal Congress.
9.13 Membership and Nominating Committee
9.13.1 The Membership and Nominating Committee shall consist of no less than five membersof the Board of Directors and no less than two non-board members
9.13.2 The Committee shall advise the directors on the categories of members, annual dues,
benefits to the various categories and on the suitable ways and means of procuring new
Association members.
9.13.3 The Committee will also oversee and prepare nominations to the Board of Directors, inaccordance with the provisions of Article [9] of the Constitution.
9.13.4 The committee will be responsible for negotiation of affiliations agreements withAffiliated Organisation; the signed contracts will be subject to approval of the Board.

10 Contact Officer
10.1 The Board will appoint a Contact Officer upon and subject to the terms and conditions of Article
17 of the Constitution.

11 Regional Branches
11.1 The Board may approve the formation of a Regional Branch at the request of at least fifty (50)
Members, and at least two (2) Affiliated Organizations originating from a group of countries
located in the same region of the world.
11.2 At least fifty (50) IGA Members (of any category of Members) shall be based or working in atleast one of the countries located within the applicable region, in order for Regional Branches
to be able to be established. Members of a Regional Branch must all be Members of the
Association.
11.3 Any Member of the Association, irrespective of country of residence or origin, may participate
in the activities of a Regional Branch.
11.4 The Board shall decide on the structure and governance of the Regional Branches and canestablish an ad hoc committee to oversee the operations of everyone. Each Regional Branchmust approve its own rules, which must comply with the Constitution and these Bylaws of the
Association. The Board shall at all times seek to ensure that the Association shall be indemnified
against any liabilities, financial or otherwise, incurred by the operations of a Regional Branch.
Any dispute about compliance shall be referred to the Board.
11.5 All costs incurred in setting up and administering a Regional Branch, shall be borne by themembers of the Regional Branch, and not by the Association.
11.6 A Regional Branch shall be financially accountable to the Treasurer of the Association and shallcoordinate its financial activities with the Chairperson of the Finance Committee.
11.7 The Board can at all times decide to dissolve a Regional Branch. The Regional Branch shall begiven six months' notice of such decision. On dissolution, any financial assets of the Regional
Branch may be reassigned at the sole discretion of the Board.

12 World Geothermal Congress
12.1 Once every three years, or at different interval approved by a majority of the entire Board, theAssociation shall organize and host a World Geothermal Congress (WGC).
12.2 The WGC shall be held at a location convenient to a large number of the Members, in acountry where there are significant geothermal research, development and utilization
activities. The Board of Directors may arrange that the WGC be held jointly or in cooperation
with the annual or other meeting of an Affiliated Organization or of other groups active in
geothermal research and development, but in any case the event will be called WGC.
12.3 The Association may establish an agreement with one or more appropriate other bodies forthe purposes of organizing the WGC.
12.4 The Board shall appoint one person from among its members to chair an internal Steering
Committee (SC) to formulate and manage the Association's role in the WGC, with the advice

and support of the Risk and Ethics Committee. Where an agreement has been established, theChairperson of the SC shall be the official contact point to liaise with the Organizing
Committee set up by the Affiliated Organization, if applicable. Such official contact shall closelycooperate with the Secretariat in preparing the WGC. The Chairperson of the SC will propose
up to four individual members of the Association to be members of the SC, which must be
assessed and voted by the Board. Once approved, the SC will become an ad hoc committee ofthe Association, and the Chairperson must report at every meeting of the Board.
12.5 Notice of the WGC shall be sent to all Members by the Secretariat not less than 18 months inadvance of the WGC.
12.6 A General Meeting of the Membership shall be held in conjunction with the WGC.

13 Notices
13.1 Unless otherwise indicated herein, any notices provided for in these Bylaws shall be provided inwriting and delivered by post, electronic means or by other provable methods.

14 Alteration of the Bylaws
14.1 The Association may in a General Meeting make any changes in the Bylaws that are consistent
with the articles of the Constitution.
14.2 The Bylaws of the Association may be altered, added or rescinded also by the Board, providing
the changes are consistent with the articles of the Constitution.
14.3 All of those changes referred in Article 14.2 shall be approved by the affirmative electronic
vote (as defined in Article 9.13 of the Constitution) of at least two-thirds of the members of
the entire Board. Notice of any proposed amendment shall be given to each member of theBoard at least two months before the deadline for the ballot. Those members who do notrespond within the deadline shall be deemed to have voted affirmatively.
14.4 Subsequently, the alterations voted by a General Meeting or by the Board shall be ratified by asimple majority of the votes received from an electronic ballot of all Members of the
Association. Those members who do not respond within the deadline shall be deemed to havevoted affirmatively. After that the alterations shall become effective.

15 Other related entities
15.1 The Association may establish a subsidiary company, hereinafter known as the IGA-Service
Company (IGA-SC), for the purpose of undertaking to further the aims of the Association. The
IGA-SC shall be governed by the following rules:
15.1.1 It shall be registered as a limited-liability company in any country where the regulatory
regime is compatible with the Constitution of the Association.
15.1.2 The Association shall be the sole shareholder in the SC and shall hold a shareholder’smeeting once a year, in conjunction with the Association’s AGM.
15.1.3 The IGA-SC may engage full-time or part-time employees from time to time withapproval of the Executive Committee.

15.1.4 The IGA-SC may engage contractors from time to time to undertake work on behalf of
the IGA-SC contracts with the approval of the Executive Committee.