By-Laws

BYLAWS
FORT WORTH ASSOCIATION OF PROFESSIONAL LANDMEN

ARTICLE I— NAME

The    name    of    the    organization    shall    be    “FORT    WORTH    ASSOCIATION    OF PROFESSIONAL LANDMEN,” hereinafter referred to as “FWAPL” or the “Association.”

ARTICLE II — LOCATION

The headquarters of FWAPL shall be in the City of Fort Worth, County of Tarrant, State of Texas.

ARTICLE III — MISSION STATEMENT

FWAPL's mission is to promote the highest standards of performance for all members, to advance their stature, and to encourage sound stewardship of energy and mineral resources. FWAPL will also provide social and community service events for its members to promote fellowship and involvement in the community.
 

ARTICLE IV — MEMBERSHIP
 

1. Membership in FWAPL shall be open to all “Land Professionals.” A Land Professional is any person who, regardless of title, is primarily engaged in “Landwork.” Oil and gas title attorneys that are engaged in Landwork may also be considered Land Professionals. The term Land Professional may hereinafter be used interchangeably with “Landman,” and these terms shall refer to both men and women. Landwork shall include the actual performance or supervision of any one or more of the following functions:
   1. Negotiating for the acquisition or divestiture of mineral rights;
   2. Negotiating business agreements for the exploration or development of minerals;
   3. Determining ownership in minerals;
   4. Reviewing status of title, curing title defects, and otherwise reducing the title risk associated with ownership in minerals, including division order and lease analyst functions;
   5. Managing, in a non-clerical manner, rights and/or obligations derived from ownership of interests in minerals; or
   6. Unitizing or pooling of interests in minerals.
       
2. Membership in FWAPL shall consist of the following classifications:
   1. ACTIVE MEMBERSHIP in FWAPL shall be available to those Land Professionals who currently are, and have been for the two (2) years immediately preceding the submission of the  application  for  Active  Membership  status,  principally  engaged  in  Landwork.  Active Membership  in  FWAPL  entitles  a  member  to  vote  in  elections,  vote  on  other  FWAPL business, and sponsor membership applications. Active Members may also chair a committee or serve as an Officer or Director if they satisfy the additional eligibility requirements, if any, as may be prescribed herein. Applications for Active Membership require the sponsorship of two Active Members in good standing with FWAPL.
   2. ASSOCIATE  MEMBERSHIP  shall  be  available  to  all  Land  Professionals  that  do  not otherwise meet the eligibility requirements for Active Membership and to those persons who are directly, primarily, and regularly engaged in performing services in the oil and gas industry.
   3. HONORARY MEMBERSHIP may be conferred by the Executive Committee on those persons who have rendered service to the industry which, at the discretion of the Executive Committee,  entitles  such  person  to  an  Honorary  Membership  designation.  Honorary Membership is an honorary title only and shall not confer the privileges of voting, chairing a committee, or serving as an Officer or Director. Honorary Members shall not be required to pay membership dues.
   4. RETIRED LIFE MEMBERSHIP may be conferred, upon application to and approval by the Executive Committee, on any Active Member who is at least 55 years of age, has at least 25 years active experience in Landwork, is fully retired from Landwork, and has been an Active  Member  for  the  five  (5)  years  immediately  preceding  the  submission  of  the application for Retired Life Membership status. Retired Life Members will pay a reduced amount of dues being $25.00 and shall receive all FWAPL publications.

ARTICLE V — MEMBERS’ ETHICS & STANDARDS OF PRACTICE
 

1. Code of Ethics:

1. It shall be the duty of the Land Professional at all times to promote and, in a fair and honest manner,  represent  the  industry  to  the  public  at  large  with  the  view  of establishing  and maintaining goodwill between the industry and the public and among industry parties. The Land Professional, in his dealings with landowners, industry parties, and others outside the industry, shall conduct himself in a manner consistent with fairness and honesty, such as to maintain the respect of the public.
2. Competition among those engaged in the mineral and energy industries shall be kept at a high level  with  careful  adherence  to  established  rules  of  honesty  and  courtesy.  The  Land Professional shall not betray his partner's, employer's, or client's trust by directly turning confidential information to personal gain. The Land Professional shall exercise the utmost good faith and loyalty to his employer (or client) and shall not act adversely or engage in any enterprise in conflict with the interest of his employer (or client). Further, he shall act in good faith in his dealings with the industry associates. The Land Professional shall represent others only in his areas of expertise and shall not represent himself to be skilled in professional areas in which he is not professionally qualified.
    

2. Standards of Practice:

1. In  justice  to  those  who  place  their  interests  in  his  care,  a  Landman  shall  be  informed regarding laws, proposed legislation, governmental regulations, public policies and current market conditions as such pertain to mineral ownership in his area of represented expertise, in order to be in a position to advise his employer or client properly.
2. It is the duty of a Landman to protect the members of the public with whom he deals against fraud, misrepresentation, and unethical practices which could be damaging to the public or bring discredit to the petroleum mining and environmental industries.
3. In accepting employment, a Landman pledges himself to protect and promote the interests of his  employer  or  client.  This  obligation  of  absolute  fidelity  to  the  employer's  or  client's interest is primary but it does not relieve a Landman of his obligation to treat fairly all parties to any transaction or act in an ethical manner.
4. Landman shall not accept compensation from more than one principal for providing the same service or accept compensation from more than one party to a transaction without the full knowledge of all principals or parties to the transaction.
5. Landman shall provide a level of competent service in keeping with the Standards of Practice in those fields in which a Landman customarily engages. A Landman shall not represent himself  to  be  skilled  in,  nor  shall  he  engage  in,  professional  areas  in  which  he  is  not qualified, such as the practice of law, geology, engineering or other disciplines.
6. Landman shall not undertake to provide professional services concerning a property or a transaction where he has a present or contemplated interest unless such interest is specifically disclosed to all affected parties.
7. Landman shall not acquire for himself or others an interest in property that he is called upon to purchase for his principal, employer, or client. He shall disclose his interest in the area that might  be  in  conflict  with  his  principal,  employer,  or  client.  In  leasing  any  property  or negotiating for the sale of any block of leases, including lands owned by himself or in which he has any interest, a Landman shall reveal the facts of his ownership or interest to the potential buyer.
8. Landman shall not accept any commission, rebate, interest, overriding royalty, or other profit on transactions made for an employer or client without the employer's or client's knowledge and consent.
9. Landman shall assure that monies coming into his possession in trust for other persons such as escrows, advances for expenses, fee advances, and other like items, are properly accounted for and administered in a manner approved by the employer or client.
10. Landman shall avoid business activity that may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information.
11. Landman  shall  at  all  times  present  an  accurate  representation  in  his  advertising  and disclosures to the public.
12. Landman shall not participate in conduct which could or does result in being convicted, adjudged or otherwise determined as guilty, or which results in deferred adjudication, by any court of competent jurisdiction of any felony, serious crime, or any offense involving moral turpitude (fraud, forgery, petty theft, perjury, etc.).

 

ARTICLE VI — MEETINGS

The meetings of FWAPL shall be Regular or Special:
 

1. REGULAR MEETINGS shall normally be held monthly at such time and place as may be designated by the Executive Committee. The Annual Business Meeting shall be held in April. The Executive  Committee  may  reschedule  Regular  Meetings  with  proper  notification  to  the membership.
2. SPECIAL  MEETINGS may  be held  at any  time the affairs of FWAPL  necessitate such  a meeting to be held, notice thereof to be given by the President, and in his absence, by the First Vice President, provided that such notice may be given by e-mail or by telephone.

ARTICLE VII — OFFICERS

1. The Officers of FWAPL shall be:
   1. President
   2. First Vice President
   3. Second Vice President
   4. Treasurer
   5. Secretary
       
2. The duties of the PRESIDENT of FWAPL shall be:
   1. He/She shall preside at all Regular and Special Meetings.
   2. He/She shall appoint all committees (standing and special), except the Executive Committee. He/She shall also appoint a Parliamentarian who shall have no voting rights on the Executive Committee.
   3. He/She shall be Chairman of the Executive Committee, and Ex-Officio member of all other committees.
       
3. The duties of the FIRST VICE PRESIDENT of FWAPL shall be:
   1. He/She shall, in the permanent or temporary absence of the President, succeed to all his/her powers and duties.
   2. He/She shall serve in an advisory capacity to each Standing and Special Committee.
   3. He/She shall be a member of the Executive Committee.
       
4. The duties of the SECOND VICE PRESIDENT of FWAPL shall be:
   1. He/She shall, in the permanent or temporary absence of the First Vice President, succeed to all of the First Vice President’s powers and duties.
   2. He/She  shall,  in  the  permanent  or  temporary  absence  of  the  President  and  First  Vice President, succeed to all of the President’s powers and duties.
   3. He/She shall be Chairman of the Directory Committee.
   4. He/She shall maintain the membership of the Association.
   5. He/She shall be a member of the Executive Committee.
       
5. The duties of the TREASURER of FWAPL shall be:
   1. He/She shall collect all dues and assessments from all members of FWAPL and maintain accurate records thereof.
   2. He/She  shall  pay  all  expenses  of  FWAPL  when  such  payments  have  been  first  duly authorized by the Executive Committee.
   3. He/She  shall  prepare  financial  statements  correctly  reflecting  the  financial  condition  of FWAPL at any time when so directed by the President or by the Executive Committee.
   4. He/She shall be a member of the Executive Committee.
       
6. The duties of the SECRETARY of FWAPL shall be:
   1. He/She shall keep a true and perfect record and minutes of all Regular and Special Meetings.
   2. He/She shall assist the presiding officer at all Regular and Special Meetings.
   3. Upon being directed by the President, or in the absence of such President, by the First Vice President, or in the absence of the President and First Vice President, by the Second Vice President, he/she shall notify the members of FWAPL of all Regular and Special Meetings thereof.
   4. He/She shall be a member of the Executive Committee.

ARTICLE VIII — DIRECTORS

In addition to the Officers of FWAPL as set out under Article VII above, FWAPL shall have six (6) Directors (the “FWAPL Directors”) and a Regional American Association of Professional Landmen Director (the “AAPL Director”) whose duties shall be to serve on the Executive Committee as provided in Articles IX and X below. The terms “Director” or “Directors” as used herein without any further specification refer to FWAPL Directors and the AAPL Director.
 

ARTICLE IX — MANAGEMENT
 

1. The Management of the Association shall be  vested  in an Executive Committee composed of the Officers, the Past President, the AAPL Director, and the six (6) FWAPL Directors.
2. A quorum for the Executive Committee shall consist of not less than six (6) members of the Executive  Committee  and  a  majority  vote  of  a quorum  shall  control  on  any issue.  At any meeting of the Executive Committee, a member may attend  by telephone or  any  other  means of  communication  that  permits  the   member  to  participate  in  the  meeting.  A  member  so attending shall be deemed present at the meeting for all purposes including the determination of whether a quorum is present.
3. Officers shall serve for a term of one (1) year.
4. FWAPL Directors shall  serve  for  a period  of two (2) years.  A  FWAPL  Director  that  is serving in the first year of their two-year term  is a “First-Year Director,” while a FWAPL  Director  that  is  serving  in  the  second  year  of  their  two-year  term  is  a “Second-Year Director.” The terms of the FWAPL Directors shall be staggered, such that  FWAPL  will  have  three  (3)  First-Year  Directors  and  three  (3)  Second-Year Directors at any given time. No member shall  be qualified to  serve  as  a  FWAPL Director unless  such  member  has  been  an  Active Member  of  FWAPL  for  at  least  one  (1)  year immediately preceding his/her election.
5. The AAPL Director shall also serve for a term of two  (2) years. No member shall be qualified to  serve  as  t h e   A A P L   Director unless  such  member  has  been  an  Active Member  of FWAPL for at least one (1) year immediately preceding his/her election.
6. All terms for Officers and Directors shall commence June 1.
7. The fiscal year shall be from June 1 to May 31.
8. No  expenditure  shall  be  made  in  excess  of  $5,000.00  without  majority  approval  of  the Executive  Committee. Any  check  or  other  negotiable instrument  written  on any Association account shall be authorized by at least two Officers, one of whom must be the Treasurer.

 

ARTICLE X — NOMINATIONS AND ELECTIONS
 

1. A  Nominating  Committee,  consisting  of  three  (3)  Active  Members  not  on  the  Executive Committee, shall be appointed by the President in January of each year. Each member of this Committee shall have been an Active Member of the Association for at least one (1) year. No member of the Nominating  Committee  shall be a candidate on the Committee's ballot, which does not preclude eligibility for nomination from the floor.
2. The  Nominating  Committee shall  nominate  at least  one  (1) candidate for  each Officer and First-Year Director position  for the ensuing year in advance of the Annual Business  Meeting and  shall provide mail or e - mail ballots to the membership  at least thirty (30) days prior to the Annual Business Meeting. The ballot  shall provide  space for write-in  candidates. In odd- numbered years,  the  ballot  will  also  include  a  candidate  for  AAPL  Director.  Before  being eligible  for  nomination  as  President,  any  nominee  shall  have  served  two  (2)  years on  the Executive Committee. Before being eligible for nomination  as First Vice President or Second Vice President, any  nominee shall  have  served  one  (1) year  on  the  Executive Committee. Before  being  eligible  for nomination  for any other Officer position, any nominee shall have been  an  Active  Member  of  FWAPL  for  the  two  (2)  years  immediately  preceding  his/her nomination.
3. It  shall be the duty of the Nominating  Committee members to contact each nominee, outline the duties and responsibilities of the office, secure the consent of the  nominee to  allow  his or her  name to  appear  on  the  slate  presented by  the Nominating Committee,  and secure  the nominee’s promise to perform the duties of the office if elected.
4. Each Active Member of FWAPL shall be entitled to vote in one (1) ballot, and voting shall be by regular mail or e-mail ballot as prescribed by the Executive Committee.
5. Election shall be by a majority of the votes cast. Ballots shall be returned  in the manner and within the time prescribed by the Executive Committee.
6. The  Parliamentarian  shall  serve  as  the  election  officer for  the  purpose of canvassing  and certifying  the  results  of  the  election.  The  results  of  the  election shall be  certified  to  the Executive  Committee  within  five  (5)  days  after  canvassing  the  returns  and  the  Executive Committee  shall  announce  the  results  thereof  to  the  membership  at  the  Annual  Business Meeting.
7. If  any  office  other  than  the   presidency  is  vacated,  it  shall  be  the  duty  of   the  Executive Committee to appoint an Active Member to fill such vacancy for the unexpired term.

 

ARTICLE XI — COMMITTEES
 

1. The Standing Committees of FWAPL shall be:
   1. Program 
   2. Directory
   3. Publication
   4. Entertainment
   5. Golf Tournament  
   6. Education
   7. Community Relations  
   8. Scholarship Committee  
   9. Clay Shoot Committee
       
2. The President shall appoint a chairman for each Standing Committee within thirty (30) days after his or her election. The First Vice President shall serve in an advisory capacity to each committee.
3. The President may appoint such Special Committees and their chairmen as deemed necessary.
4. The Standing Committees shall be responsible for the duties hereinafter stated and such other duties as may be prescribed by the Executive Committee or the President from time to time.
   1. The Program Committee shall organize and supervise all regularly scheduled meetings and shall be responsible for preparing and presenting programs at each regular monthly meeting of FWAPL.
   2. The Directory Committee shall be responsible for the publication of a directory at times determined  by  the  Executive  Committee,  listing  all  members  of  this  Association  and including such other information as shall be deemed to be of general interest to members.
   3.  The Publication Committee shall serve to keep the membership informed of all pertinent information through publication of FWAPL's newsletter.
   4. The Entertainment Committee shall organize and supervise all social events.
   5. The Golf Tournament Committee shall organize the annual spring golf tournament.
   6. The Education Committee shall consider the educational needs and desires of FWAPL and fulfill   these   responsibilities   by   planning   and   conducting   educational   programs   and publications.
   7. The Community Relations Committee shall manage all community relations activities of FWAPL, including all charitable donations, community volunteer functions, and all other efforts of FWAPL intended to contribute to the betterment of the community.
   8. The  Scholarship  Committee  shall  manage  and  supervise  the  award  and  distribution  of scholarships.
   9. The Clay Shoot Committee shall organize an annual summer/fall shooting sport event.
       

ARTICLE XII — DUES

The annual dues for Active and Associate Members shall be $75.00. The annual dues for a Retired Life Member shall be $25.00. Said dues to be payable by June of each year. Those members who have not paid annual dues by September of that same year shall be dropped from the membership roster.
 

ARTICLE XIII — PARLIAMENTARY RULES

Robert’s Rules of Order, Revised, shall control at the Regular and Special Meetings of FWAPL.
 

ARTICLE XIV — AMENDMENTS

These Bylaws may be changed or amended by a majority of the Active Members present at any Regular Meeting or by a majority of the Active Members voting via regular mail or e-mail ballot. Any proposed amendments must be approved by a majority of the Executive Committee prior to submitting the changes to the membership for a vote.