Membership Rules & Regulations

Bylaws of the Hydrogen Infrastructure Alliance 

Article I: Name and Purpose 

Section 1: Name 

The name of this organization shall be the Hydrogen Infrastructure Alliance (H2IA). 

Section 2: Purpose 

Purpose: The Hydrogen Infrastructure Alliance (H2IA) is dedicated to advancing the development, deployment, and integration of hydrogen infrastructure in the United States. Our purpose is to foster collaboration among key stakeholders, including industry leaders, policymakers, researchers, and innovators, to create a sustainable and efficient hydrogen economy. 

Mission: Our mission is to overcome the critical challenges facing the hydrogen industry by advocating for favorable policies, facilitating industry collaboration, and promoting technological innovation. We aim to build a robust hydrogen infrastructure that supports the growth of the hydrogen economy, reduces carbon emissions, and enhances energy security. Through strategic initiatives in networking, advocacy, education, and strategic promotion, H2IA is committed to driving the hydrogen revolution and ensuring a sustainable energy future for all. 

Article II: Membership 

Section 1: Types of Membership 

The Hydrogen Infrastructure Alliance (H2IA) offers four distinct categories of membership: 

1. Strategic Council: Comprised of high-level executives and thought leaders from key industries such as energy production, automotive, heavy industry, and technology. This group provides strategic direction and oversight for the alliance’s initiatives. 

2. Core Members: Leading companies and organizations directly involved in the hydrogen value chain, from production and distribution to utilization and innovation. Core Members are crucial to H2IA’s success, providing essential resources, expertise, and support for the alliance’s initiatives. 

3. Associate Members: Companies and organizations that support the hydrogen industry, including service providers, technology developers, and other stakeholders who contribute to the broader hydrogen ecosystem. 

4. Educational and Nonprofit Membership: Includes universities, research institutions, and nonprofit entities dedicated to advancing hydrogen technology and policy. 

Section 2: Eligibility Criteria 

1. Strategic Council: Open to senior executives and thought leaders from key industries involved in the hydrogen value chain, demonstrating significant influence and expertise in their fields. 

2. Core Members: Available to companies directly involved in the hydrogen sector, expected to actively participate in H2IA’s initiatives and have a proven track record of innovation and leadership. 

3. Associate Members: Designed for supporting companies and stakeholders with a demonstrated interest in advancing hydrogen technologies and policies. 

4. Educational and Nonprofit Members: For educational institutions and nonprofit organizations involved in hydrogen research, education, and advocacy, contributing to a knowledgeable and skilled hydrogen workforce. 

Section 3: Application Process 

1. Complete the Membership Application Form available on the H2IA website. 

2. Submit Supporting Documentation as required. 

3. Application Review by the leadership team. 

4. Approval and Membership Confirmation via email with a welcome packet. 

5. Orientation and Onboarding session for new members. 

6. Annual Renewal with instructions provided in a renewal notice. 

Section 4: Membership Dues 

1. Strategic Council Membership: $20,000 USD annually. 

2. Core Membership: $10,000 USD annually. 

3. Associate Membership: $5,000 USD annually. 

4. Educational and Nonprofit Membership: Call for pricing. 

Section 5: Member Rights and Responsibilities 

1. Participation in Meetings: All members have the right to attend and participate in general membership meetings, including the Annual General Meeting (AGM). Members may contribute to discussions and vote on issues presented during these meetings, as applicable to their membership category. 

2. Access to Resources: Members are entitled to access H2IA resources, including research reports, educational materials, industry insights, and exclusive content available through the H2IA website and member portal. 

3. Networking Opportunities: Members have the right to participate in H2IA-organized events such as conferences, workshops, and webinars. These events provide valuable opportunities for networking, collaboration, and sharing best practices. 

4. Advocacy and Representation: Members can leverage H2IA’s advocacy efforts to represent their interests in policy discussions and regulatory matters. H2IA acts on behalf of its members to influence favorable policies and secure funding for hydrogen infrastructure projects. 

5. Voting Rights: Depending on the membership category, members may have voting rights on critical issues, including the election of board members and amendments to the bylaws. Strategic Council and Core Members typically have enhanced voting privileges. 

Member Responsibilities: 

1. Adherence to Bylaws: Members are expected to adhere to the bylaws and policies of H2IA. This includes complying with the organizational rules, ethical standards, and guidelines established by the alliance. 

2. Active Participation: Members should actively participate in H2IA activities, including meetings, events, and collaborative projects. This engagement ensures that the alliance benefits from diverse perspectives and expertise. 

3. Financial Obligations: Members are responsible for timely payment of annual membership dues. These funds support the operational activities, advocacy efforts, and initiatives of H2IA. 

4. Promotion of H2IA Goals: Members are encouraged to promote the goals and mission of H2IA within their networks and spheres of influence. This includes advocating for hydrogen infrastructure development and supporting H2IA’s initiatives. 

5. Conflict of Interest Disclosure: Members must disclose any potential conflicts of interest that may arise during their involvement with H2IA. This ensures transparency and maintains the integrity of the alliance’s activities. 

6. Confidentiality: Members are expected to maintain the confidentiality of proprietary information and sensitive matters discussed within H2IA. This fosters a trusting and secure environment for all members. 

Section 6: Termination of Membership 

1. Voluntary Termination: A member may choose to terminate their membership by submitting a written notice to the H2IA membership office at least 30 days before the intended termination date. This notice should outline the reason for termination and the effective date. The member remains responsible for any outstanding dues or obligations up to the termination date. 

2. Non-Payment of Dues: Membership may be terminated if a member fails to pay the annual dues within 60 days of the due date. H2IA will issue a reminder notice 30 days after the due date. If payment is not received within 30 days of the reminder, membership will be automatically terminated. The member may reapply for membership once all outstanding dues are settled. 

3. Violation of Bylaws or Ethical Standards: If a member is found to be in violation of H2IA’s bylaws or ethical standards, the Board of Directors reserves the right to terminate their membership. This includes actions that harm the reputation or objectives of H2IA. The member will be notified in writing of the specific violations and given an opportunity to respond. The Board will review the case and make a final decision, which will be communicated to the member in writing. 

4. Conduct Detrimental to H2IA: Membership may be terminated if a member engages in conduct deemed detrimental to the alliance. This includes activities that conflict with H2IA’s mission or disrupt its operations. The Board of Directors will review any allegations and provide the member with an opportunity to address the concerns. A formal decision will be made and communicated to the member. 

5. Organizational Changes: In cases where a member organization undergoes significant structural changes, such as mergers or acquisitions, the membership may be subject to review. The new entity must apply for membership and be evaluated based on H2IA’s eligibility criteria. Termination or continuation of membership will be determined based on the review. 

6. Appeals Process: Members whose membership has been terminated have the right to appeal the decision. Appeals must be submitted in writing to the Board of Directors within 30 days of receiving the termination notice. The Board will review the appeal and make a final decision, which will be communicated to the member in writing. The decision of the Board is final and binding. 

7. Notice of Termination: All membership terminations will be formally documented, and a notice of termination will be sent to the member outlining the reasons for termination and the effective date. Records of terminated memberships will be maintained for future reference. 

Article III: Governance 

Section 1: Leadership Team 

The governance of the Hydrogen Infrastructure Alliance (H2IA) is vested in its leadership team, comprised of William Rutledge, serving as the Executive Director, and Paul Rodden, the Global Ambassador for Hydrogen. As H2IA operates under the structure of Key Hydrogen, a for-profit LLC, it is imperative that the leadership team retains full control over all operational and strategic decisions, including budgetary allocations and membership management. The leadership team holds the exclusive authority to make final decisions and cannot be removed from their positions by any voting process. This structure ensures the stability and continuity of H2IA’s mission and operations, safeguarding the strategic direction and business interests of the alliance. The Strategic Council, while influential in setting goals and guiding strategy, operates under the overarching control and direction of the leadership team, ensuring that all initiatives align with the core objectives and regulatory frameworks established by H2IA. 

Section 2: Officers 

1. Executive Director (William Rutledge): Responsible for overall management, strategic planning, and implementation of alliance initiatives. Has ultimate decision-making authority on all business matters. 

2. Global Ambassador for Hydrogen (Paul Rodden): Plays a crucial role in representing H2IA globally, advocating for hydrogen adoption, and fostering international partnerships. In addition to these responsibilities, Paul oversees the development and dissemination of educational content, spearheads advocacy efforts, and drives business development initiatives. His comprehensive role includes engaging with policymakers, industry leaders, and educational institutions to promote the benefits of hydrogen and advance the alliance’s strategic objectives.  

Section 3: Committees 

H2IA may establish standing or ad hoc committees to address specific areas of focus within the hydrogen industry. Committees are formed based on the needs of the alliance and may include: 

1. Membership Committee: Oversees membership recruitment, retention, and engagement. 

2. Advocacy Committee: Focuses on policy advocacy and regulatory affairs. 

3. Research and Innovation Committee: Promotes and supports research initiatives and technological advancements in hydrogen. 

Section 4: Meetings 

1. Board Meetings: The leadership team will hold monthly board meetings to discuss and decide on operational and strategic matters. 

2. Strategic Council Meetings: The Strategic Council will convene quarterly to set goals, develop strategies, and review progress. Additional meetings may be scheduled as needed. 

3. General Membership Meetings: An Annual General Meeting (AGM) will be held to update all members on the alliance’s progress, financial status, and upcoming initiatives. 

Section 5: Quorum 

1. Board Meetings: A quorum for board meetings is achieved when both members of the leadership team are present. 

2. Strategic Council Meetings: A quorum for Strategic Council meetings is achieved when a majority (51%) of the council members are present. 

3. General Membership Meetings: A quorum for general membership meetings is not required to hold meetings. All meetings will be recorded and shared via the member portal. 

Section 6: Voting Procedures 

1. Leadership Team Decisions: Decisions made by the leadership team do not require a formal vote, as ultimate authority rests with William Rutledge and Paul Rodden. 

2. Strategic Council Decisions: Decisions within the Strategic Council are made by a majority vote. Each council member has one vote, and in the event of a tie, the Executive Director has the casting vote. 

3. General Membership Votes: For issues requiring a vote from the general membership, each member organization has one vote. Decisions are made by a simple majority unless otherwise specified in the bylaws. 

Article IV: Financial Management 

Section 1: Fiscal Year 

The fiscal year of the Hydrogen Infrastructure Alliance (H2IA) shall commence on January 1 and conclude on December 31 of each year. 

Section 2: Financial Management Procedures 

1. Budget Approval: The Executive Director and Global Ambassador for Hydrogen shall prepare an annual budget outlining expected revenues and expenditures for the upcoming fiscal year. This budget shall be presented to the Strategic Council for review and input. The final approval rests solely with the leadership team. 

2. Financial Reporting: Financial reports shall be prepared by the leadership team, detailing income, expenditures, and overall financial health. These reports shall be shared with the Strategic Council. An annual financial report, audited by an independent accounting firm, shall be presented at the AGM. 

3. Bank Accounts and Disbursements: All funds of H2IA shall be deposited in bank accounts designated by the leadership team. Disbursements and withdrawals from these accounts shall require the authorization of both the Executive Director and the Global Ambassador for Hydrogen. 

4. Financial Controls and Audits: H2IA shall implement robust financial controls to safeguard its assets and ensure accurate financial reporting. Regular internal audits and an annual external audit by a certified public accounting firm shall be conducted. 

5. Conflict of Interest and Ethical Conduct: All financial dealings of H2IA shall adhere to the highest standards of ethical conduct. Any potential conflicts of interest involving members of the leadership team, or the Strategic Council, shall be disclosed and managed in accordance with the organization’s conflict of interest policy. 

6. Reserve Fund: H2IA shall maintain a reserve fund to ensure financial stability and support ongoing operations during periods of reduced income or unexpected expenses. The target amount for the reserve fund shall be determined by the leadership team and reviewed annually. 

Article V: Amendments to Bylaws 

Section 1: Proposal of Amendments 

Amendments to the bylaws may be proposed by any member of the Strategic Council or by the leadership team. Proposed amendments must be submitted in writing to the Executive Director, outlining the specific changes and the rationale behind them. 

Section 2: Review and Discussion 

Upon receipt of a proposed amendment, the Executive Director shall distribute the proposal to all members of the Strategic Council. The Strategic Council will review the proposed amendment and hold a meeting to discuss its implications and potential impact on the organization. This meeting should occur within 30 days of the proposal submission. 

Section 3: Leadership Team Approval 

Following the Strategic Council’s review and discussion, the proposed amendment must be approved by the leadership team, consisting of the Executive Director and the Global Ambassador for Hydrogen. The leadership team has the ultimate authority to approve or reject any proposed amendments, ensuring that changes align with the organization’s mission and strategic objectives. 

Section 4: Voting by Strategic Council 

If the leadership team approves the proposed amendment, it will be put to a vote by the Strategic Council. A quorum for voting is achieved when a majority (51%) of the Strategic Council members are present. The amendment must receive a two-thirds majority vote from the Strategic Council to pass. 

Section 5: Notification and Ratification 

Once an amendment is approved by the Strategic Council, it will be communicated to the general membership. Members will be notified of the changes through official channels, including email and the H2IA website. The amendment will take effect immediately unless otherwise specified in the amendment proposal. 

Section 6: Documentation and Record-Keeping 

All approved amendments will be documented and incorporated into the official bylaws of H2IA. The updated bylaws will be made available to all members, ensuring transparency and accessibility. Records of the amendment process, including proposals, discussions, votes, and final approval, will be maintained by the Executive Director. 

Article VI: Conflict of Interest Policy 

Section 1: Definition of Conflict of Interest 

A conflict of interest arises when a member of the leadership team, Strategic Council, or any other member of H2IA has a personal, financial, or professional interest that could interfere with their impartiality or objectivity in decision-making related to the alliance. 

Section 2: Disclosure Requirements 

All members of the leadership team, Strategic Council, and committees are required to disclose any potential conflicts of interest at the earliest opportunity. This includes any financial interests, business relationships, or personal relationships that could influence their decisions or actions on behalf of H2IA. 

Section 3: Procedure for Disclosure 

Disclosures must be made in writing to the Executive Director. The disclosure should include a description of the nature and extent of the conflict, as well as any relevant details that could impact the decision-making process. 

Section 4: Review and Evaluation 

Upon receiving a disclosure, the Executive Director, in consultation with the Global Ambassador for Hydrogen, will review the potential conflict of interest. The leadership team will evaluate the situation to determine whether the conflict could compromise the integrity of H2IA’s decision-making process. 

Section 5: Management of Conflict 

If a conflict of interest is identified, the leadership team will take appropriate steps to manage it. This may include: 

1. Recusal: The individual with the conflict may be asked to recuse themselves from discussions and decisions related to the matter. 

2. Reassignment: Responsibilities or decision-making authority may be reassigned to another member without a conflict. 

3. Disclosure to the Strategic Council: The conflict may be disclosed to the Strategic Council, along with the steps taken to manage it. 

Section 6: Documentation 

All disclosures and the actions taken to manage conflicts of interest will be documented and maintained as part of H2IA’s official records. This ensures transparency and accountability in the organization’s governance processes. 

Section 7: Periodic Review 

The conflict of interest policy will be reviewed periodically by the leadership team to ensure its continued relevance and effectiveness. Updates or amendments to the policy will be made as necessary and communicated to all members. 

Article VII: Record Keeping 

Section 1: Types of Records 

H2IA shall maintain various types of records, including but not limited to: 

1. Corporate Records: Articles of incorporation, bylaws, meeting minutes, and resolutions. 

2. Financial Records: Budgets, financial statements, audits, tax filings, and bank statements. 

3. Membership Records: Membership applications, dues payments, membership lists, and contact information. 

4. Operational Records: Contracts, agreements, policies, procedures, and correspondence. 

5. Compliance Records: Documentation related to legal and regulatory compliance, including licenses and permits. 

Section 2: Responsibility for Record Keeping 

The Executive Director is primarily responsible for overseeing the maintenance and security of all records. The Executive Director may delegate specific record-keeping tasks to other members of the leadership team or staff as appropriate. An accounting firm shall oversee the financial records, ensuring that all financial transactions are accurately documented and that records are kept in compliance with applicable accounting standards and regulatory requirements. 

Section 3: Storage and Security 

All records shall be stored in a secure and organized manner to prevent loss, damage, or unauthorized access. Physical records shall be kept in a locked filing cabinet or storage area with restricted access. Electronic records shall be stored on secure servers with appropriate backup and encryption measures. Access to records shall be limited to authorized personnel only, as determined by the Executive Director. Confidential and sensitive information shall be handled with the utmost care to maintain privacy and security. 

Section 4: Retention Periods 

Records shall be retained for the periods specified by applicable laws and regulations. In general, corporate and financial records shall be retained for a minimum of seven years. Membership and operational records shall be retained for as long as they are relevant to the ongoing activities of H2IA. After the retention period has expired, records may be securely disposed of, ensuring that any sensitive information is thoroughly destroyed. 

Section 5: Access to Records 

Members of the Strategic Council and the general membership shall have the right to access certain records as necessary for the performance of their duties or to fulfill their membership responsibilities. Requests for access to records shall be made in writing to the Executive Director, who will determine the appropriate level of access and facilitate the review of the requested documents. All requests for access to records must specify the purpose and scope of the request. The Executive Director shall ensure that the requested access is provided in a timely and secure manner. 

Section 6: Audit and Review 

H2IA’s records shall be subject to periodic audits and reviews to ensure accuracy, completeness, and compliance with applicable laws and regulations. The results of these audits and reviews shall be reported to the Strategic Council and any necessary corrective actions shall be implemented promptly. 

Section 7: Amendments to Record Keeping Policies 

The record-keeping policies of H2IA shall be reviewed periodically by the Executive Director to ensure their continued relevance and effectiveness. Any amendments to these policies shall be approved by the leadership team and communicated to all members. 

Article VIII: Dispute Resolution 

Section 1: Scope and Applicability 

This policy applies to any disputes arising between members, between members and the leadership team, or between members and the organization. It encompasses conflicts related to membership, governance, financial matters, and operational decisions. 

Section 2: Initial Resolution 

Members are encouraged to first attempt to resolve disputes informally through direct communication. If this effort fails, the issue should be escalated to the Executive Director for mediation. 

Section 3: Mediation 

The Executive Director will appoint an impartial mediator to assist in resolving the conflict. The mediator will facilitate discussions, help clarify issues, and work towards a mutually acceptable solution. Mediation sessions are confidential, and all parties must agree to keep the proceedings private. 

Section 4: Formal Complaint 

If mediation does not resolve the dispute, the aggrieved party may file a formal complaint with the Executive Director. This complaint must be in writing, detailing the nature of the dispute and the desired resolution. 

Section 5: Arbitration 

Should mediation and the formal complaint process fail to yield a resolution, the dispute will be submitted to binding arbitration, conducted under the rules of an established arbitration body such as the American Arbitration Association (AAA). The arbitrator’s decision will be final and binding on all parties involved. Arbitration costs will be shared equally by the parties unless the arbitrator decides otherwise. 

Section 6: Arbitration Procedure 

Both parties will present their case during the arbitration hearing, including any evidence and witness testimonies. The arbitrator will make a decision based on the information provided. A written decision outlining the resolution will be issued by the arbitrator. This decision is enforceable by law and must be adhered to by all parties. 

Section 7: Record Keeping 

All documents related to the dispute, including mediation and arbitration records, will be maintained as part of H2IA’s official records to ensure transparency and accountability. 

Section 8: Finality of Arbitration 

There will be no appeal process for arbitration decisions. The arbitrator’s decision is final. However, if there is evidence of significant procedural error or bias, a request for review may be submitted to the Executive Director. 

Section 9: Compliance 

All dispute resolution processes will comply with relevant laws and regulations, ensuring fairness and equity for all parties involved. 

By adhering to these dispute resolution procedures, H2IA promotes a fair and orderly process for resolving conflicts, fostering a collaborative and professional environment. Members are encouraged to resolve disputes amicably and engage in the processes outlined to maintain the integrity and unity of the alliance.