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ByLaws


BY-LAWS OF

BATON ROUGE ASSOCIATION OF PROFESSIONAL LANDMEN

ARTICLE I.

Offices

The principal office and registered office of the Corporation in Louisiana shall be located in the City of Baton Rouge, Parish of East Baton Rouge, State of Louisiana.  The Corporation may have such additional offices as the Board of Directors may, from-time to time, determine and as the business of the Corporation may require.

ARTICLE II.

Location

The situs of the headquarters of the organization shall be in the City of Baton Rouge, Parish of East Baton Rouge, State of Louisiana.

ARTICLE III.

Purpose

The purpose of the organization shall be

(1) Educational

(2) Social

ARTICLE IV.

Membership

Membership in the organization shall be divided into categories as follows:

(1)        Active Members

Active Members shall be:

(a)        Professional landmen, irrespective of title, employed on a salary basis by an oil,   gas or sulphur company, firm, partnership or individual actually engaged in land   work in any parish of the State of Louisiana or the Gulf of Mexico.

(b)        Persons in the oil and gas industry, who, irrespective of the basis of           compensation or title are directly and regularly employed in or associated with          petroleum land work involving any parish in the State of Louisiana or the Gulf of            Mexico as an integral part of their position in the industry.

(c)        Persons in the oil or gas industry whose background in experience and     employment is petroleum land work involving any parish in the State of Louisiana but, who by virtue of promotion or acquisition of ownership have been placed in           executive positions of their company or firm.

(2)        Associate Members

Associate Members shall be:

(a)        Persons in the oil or gas industry regardless of title who directly or indirectly          supervise petroleum landmen who are Active Members.

(b)        Persons who are associated with (the) petroleum industry involving any parish of the State of Louisiana or the Gulf of Mexico and who do not otherwise qualify as          an Active Member.

(3)        Life Members

Life Members shall be:

(a)        Active members who retire under their company’s regular retirement program or   from regular employment and/or who are over the age of sixty. They shall be     eligible for life membership at the beginning of the next calendar year after their          retirement.

(4)        Honorary Member

Honorary Members shall be:

(a)        Persons who have rendered an outstanding service or whose contribution to the   industry is so noteworthy and of such magnitude as to be deserving of this honor.

(5)        Student Members.

Student Members shall be:

(a)        Persons enrolled in the Petroleum Land Management program or related curriculum at a college or university.  Student membership status is not valid           upon graduation. The former student member must reapply as an Active or          Associate Member.

Associate, Life, Honorary and Student Members shall have all rights and privileges of Active Members except those of voting, holding office or chairmanship of any committee.

The Membership Committee, appointed by the Board of Directors, shall have the authority to make a final determination regarding the category of membership for particular applicants.

ARTICLE V.

Meetings

(1)        The meeting of the organization shall be:

(A) Regular

(B) Special

Regular meetings may be held such time and place as may be held each month, or as often, and at such time and place as may be designated by the Board of Directors, a minimum of five (5) meetings each calendar year.

Special meetings may be held at any time that the affairs of said organization necessitate such a meeting to be held, notice thereof to be given by the President, and in his absence, by the Vice-President, it being provided that such notice may be by mail, electronic notification (e.g., email, Evite, etc.) or by telephone.

(2)        Quorum

A Quorum the membership shall consist of no fewer than twenty (20) Active members present, in person, at the meeting.

(3)        Voting List

The secretary of the corporation shall make from the dues role a complete record of the Active members entitled to vote at any meeting or any adjournment thereof, arranged in alphabetical order with the address of each individual.  Such records shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any member during the meeting for the purposes specified in the notice of the meeting.  Failure to comply with the requirements of this section shall not affect the validity of any action taken at a meeting.

(4)        Voting

Each Active member, who has paid his dues for the current year, shall be entitled to one vote.

ARTICLE VI.

Officers and Duties

(l)         The officers of the organization shall be:

(a) President

(b) Vice-President

(c) Secretary

(d) Treasurer

(2)        The duties of the President of the organization shall be:

(a)        He shall preside at all regular and special meetings,

(b)        He shall appoint all committees.

(c)        He shall be Chairman of the Board of Directors, and Ex-Officio member of all        other committees.

(3)        The duties of the Vice-President of the organization shall be:

(a)        He shall, in the permanent or temporary absence of the President, succeed to all his powers and duties.

(b)        He shall be a member of the Board of Directors.

(c)        He shall be responsible for programming at all regular meetings.

(4)        The duties of the Secretary of the organization shall be:

(a)        He shall keep a true and perfect record and minutes of all regular and special       meetings.

(b)        He shall assist the presiding officer at all regular and special meetings.

(c)        Upon being directed by the President, and in the absence of such President, by    the Vice-President, he shall notify the members of the organization of all regular      and special meetings thereof.

(d)        He shall be a member of the Board of Directors.

(5)        The duties of the Treasurer of the organization shall be:

(a)        He shall collect all dues and assessments from all members of the organization    and maintain accurate records thereof.

(b)        He shall pay all expenses of the organization, when such payments shall have      first been duly authorized by the Board of Directors.

(c)        He shall prepare financial statements correctly reflecting the financial conditions   of the organization at any time when so directed by the President or by the Board           of Directors.

(d)        He shall be a member of the Board of Directors.

ARTICLE VII.

Election of Officers

(1)        The election of officers shall be held as prescribed in the charter.

(2)        The officers shall be elected by the Board of Directors from their own membership.

(3)        All officers of the corporation shall be Active Members of the American Association of      Professional Landmen (“AAPL”).

(4)        The terms of offices of the organization shall be for a period of twelve calendar months    provided, however, that all officers shall serve until such time as their respective       successors shall have been duly elected.

(5)        In the permanent absence of any officer, the Board of Directors shall fill the vacancy.

ARTICLE VIII.

Board of Directors

(1)        The Board of Directors shall consist of nine duly elected Members by the Active    Membership, at least six (6) of whom are Active Members of the American Association       of Professional Landmen.  Once elected to the Board of Directors, a change in the     employment status of a Member of the Board of Directors will not affect the eligibility of a           Board Member to serve on the Board.

(a)        NOMINATIONS

Nominations of candidate for the position of Director shall be made at the annual meeting of the membership, or by written or electronic notification to the Nominating Committee during the appointed nomination period.  Nominations may be made by the Nominating Committee of the Board of Directors or by any Active Member entitled to vote in the election of Directors.

(b)        THE NOMINATING COMMITTEE

The Nominating Committee, after nominations are made, shall contact all nominees to determine that the nominees accept the nomination and to determine that all nominees are duly qualified.

(c)        VOTING

Voting for the position of Directors shall occur by postcard ballot containing the names of all vetted, qualified nominees during the voting period as established by the Nominating Committee.  Voting will be by secret ballot. The Secretary shall verify that all Members voting are Active Members, and that all ballots received bearing a postmark on or before the date of the end of the voting period shall be counted.

(d)        GENERAL AUTHORITY

The Nominating Committee shall have the authority to run the nominations and elections so that the integrity of the Board makeup will at all-time include at least six (6) active members of the American Association of Professional Landmen.

(2)        For the purpose of resolving the composition of the Board of Directors for a successive    year, the employment status of each Board Member whose term has not expired will be      determined as of the date of the meeting of the Board whereat nominations are held for the forthcoming election.

(3)        For the purpose of this Article, the Board of Directors, by majority vote, will have the         authority to determine whether a Member of the Board or a nominee is an Active         Members [sic] of the American Association of Professional Landmen.

(4)        The Board of Directors shall be elected for staggered terms.  Initially, three members       shall be elected for a term of three years, three members shall be elected for a term of      two years and three members shall be elected for a term of one year. On or after July 1,           2009; the terms for board members are to be elected as follows: five (5) members were elected for a term of one (1) year, and four (4) members shall be elected for a term of two (2) years.  Thereafter, as the terms of the Board expire, all succeeding terms of the   Board shall be for a term of three years, however, after July 1, 2009, all succeeding         Terms of the Board shall be for a term of two (2) years. 

With the exception of the terms of the Initial Directors, all terms shall be determined on the basis of a fiscal year running from July 1 of each calendar year through June 30 of the subsequent calendar year. The terms of the Initial Directors, however, shall be as follows, to-wit:

(a) Three Directors with three year and          month terms beginning                               .

(b) Three Directors with two year and             month terms beginning                               .

(c) Three Directors with one year and             month terms beginning                               .

At each election of Directors, at least two Members who are Active Members of the American Association of Professional Landmen must be elected, however, this minimum is further subject to the provision as to the constituency of AAPL membership of the Board as set forth elsewhere in this article.  The Nominating Committee shall have the authority to run the nominations and elections so that the integrity of the Board makeup includes at least six Active Members of the American Association of Professional Landmen.

(5)        The duties of the Board of Directors of the organization shall be:

(a)        To pass upon the eligibility of applicants for membership.

(b)        To have general supervision of the finances of the organization.

(c)        To plan the programs of the regular meetings, and/or to suggest to the President the appointment of special entertainment committees.

(d)        To call special meetings.

(e)        To elect officers.

(f)        To name committees.

(g)        To oversee the general management of the Association.

(h)        To attend a minimum of sixty percent (60%) of all regular meetings and sixty         percent (60%) of all announced Board meetings during any given fiscal year.  For these purposes, the Board of Directors shall have the sole authority to make a final determination regarding the satisfaction of this minimum attendance       requirement for any particular Board member.

  (6)      The Board of Directors shall meet each year immediately after the annual meeting of the membership for the purpose of organization, election of officers, and consideration of any other business that may be properly brought before the meeting.  Regular meetings shall be held at such time and place as the Board of Directors or the President shall determine.

(7)        In the permanent absence of any Member of the Board, the Board of Directors shall cause a Special Election of the Membership to be· held to fill the vacancy caused by such permanent absence, such election to be held at the first regular meeting of the Membership following such Board Member’s resignation or determination of permanent absence.  The Board Member elected shall serve the remaining term of the absent Director. If the absent Director was an Active Member of the American Association of Professional Landmen, then the Director elected to serve that vacancy must also be an Active Member of the American Association of Professional Landmen.

(8)        No active member shall be eligible to serve more than (3) consecutive two (2) year terms on the Board of Directors.

(9)        A quorum of the Board of Directors of the corporation shall consist of six (6) Directors. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number of directors is required by law, the articles, or these by-laws.

(10)      The Board of Directors shall have the authority to designate an individual to represent the Association at required meetings of the American Association of Professional Landmen.

ARTICLE IX.

Executive Committee

The Board of Directors may delegate its managerial authority to an Executive Committee, which committee shall consist of five members of the association, consisting of the current serving elected officers and the immediate past president. This committee shall report directly to the Board of Directors.

The members of the Executive Committee shall serve for the calendar year running concurrently with that of the elected officers of the Association.

Three members of the Executive Committee shall constitute a quorum for the transaction of all business regularly coming before it.  The duties of the Executive Committee of this association shall be:

(1)        To have general supervision of the finances of the association;

(2)        To lend such assistance as may be requested to the Vice-President for the           planning of programs and the appointment of special entertainment committees;

(3)        To call special meetings.

ARTICLE X.

Dues and Assessments

The annual dues assessed all Active and Associate members shall be Thirty Five Dollars ($35.00), the same payable annually in advance, which payment may be suspended or reduced when the Board of Directors, by a majority vote of members present, deems it so necessary.  The annual dues assessed on Student Members shall be one-half of the amounts assessed on Active and Associate Members. Furthermore, any member who fails to pay his or her annual dues on or before         November 1 of each calendar year shall be automatically deleted from the membership rolls of the Association.  Any prospective member of the Association, the application of which is received by the membership chairman prior to October 1 of any calendar year will be assessed a full year's dues. Any prospective member of the Association, the application of which is received by the membership chairman on or after October 1 of any calendar year, will not be assessed dues for the calendar year succeeding the year in which their application was received. Life or honorary members shall not be assessed dues.

ARTICLE XI.

Parliamentary Rules

Roberts Rules of Order, Revised, shall control regular and special meetings of the organization.

ARTICLE XII.

Procedure for By-Laws

The Board of Directors shall have the power to make, amend, and repeal the By-Laws to govern this organization, provided that they are in accordance with and do not conflict with the articles of incorporation of this organization.

ARTICLE XIII.

Indemnification

The corporation shall indemnity any person who has or is a Director / Officer of the corporation, or is or was serving at the request of the corporation as a Director or Officer of the corporation.

ARTICLE XIV.

Guests

Guests accompanied by Active Members will be welcome at all functions of the Association unless restricted by the Executive Committee.  However, Active Members will be liable for any monetary obligation made by or on behalf of their respective guest.

ARTICLE XV.

Affiliation With Other Organizations

Upon recommendation by the Executive Committee and approval by a majority of the Active Members present, at a regular meeting, this Association is authorized to join or affiliate with an organization or organizations devoted to activities of persons engaged in land work.

THUS DONE AND ADOPTED this _____ day of _________________, 1987, as amended and approved by the Board of Directors effective May 15, 2013.         

BATON ROUGE ASSOCIATION OF PETROLEUM LANDMEN

BY:____________________________________, Secretary

ATTEST:

_______________________________________, President           

Brought before a quorum of the members at a regular meeting held on ____________________, 2013, and assented to by a majority of the Active Members present by acclamation and approved to be posted for notice to all interested parties as the Board of Directors have deemed fitting and appropriate.

BY:____________________________________, Secretary

ATTEST:

_______________________________________, President