By-Laws

ARTICLE I – NAME

The name of the organization shall be PBLA, INC., doing business as the PERMIAN BASIN LANDMEN’S ASSOCIATION (“PBLA”).

ARTICLE II – LOCATION

The site of the headquarters of the PBLA shall be the City of Midland, Midland County, State of Texas.

ARTICLE III – PURPOSE

The Purpose of the PBLA shall be:
(1) Educational
(2) Social

ARTICLE IV – MEMBERSHIP

1.  Membership in the PBLA shall be open to all Landmen  predominately engaged in professional land work relating to the energy and/or minerals industry in the Permian Basin Area of West Texas and New Mexico and to attorneys-at-law whose practice is predominately related to oil, gas and mineral law.  A “Landman” is defined as a land professional who has been primarily engaged in negotiating for the acquisition or divestiture of mineral rights and/or negotiating business agreements that provide for the exploration for and/or the development of minerals and who derives a significant portion of his or her income as a result of performing Landwork, as defined below.

(a)    ACTIVE MEMBERS:  Membership in the PBLA shall be available to professional Landmen regularly engaged in Landwork relating to the energy and/or minerals industry and who have had a minimum of one (1) year active experience as a landman.  “Landwork” shall mean the actual performance or supervision of any one or more of the following functions:  (i) negotiating for the acquisition or divestiture of mineral rights; (ii) negotiating business agreements that provide for the exploration for and/or the development of minerals; (iii) determining the ownership of minerals through the research of public records; (iv) reviewing the status of title, curing title defects, and otherwise reducing title risk associated with ownership in minerals; (v) managing rights and/or obligations derived from ownership of interests in minerals; (vi) negotiating surface use and access agreements associated with the exploration for and/or development of minerals or other alternative energy sources; and (vii) unitizing or pooling of interests in minerals.  Once qualified, a member’s eligibility under this subsection shall not be affected by a change in location, classification of employment, departmental, or managerial assignment.
(b)    HONORARY MEMBERS:  At the discretion of the Executive Committee, honorary memberships may be bestowed upon distinguished persons.  An honorary member will not be required to pay dues and shall be excluded from voting and serving upon the Executive Committee.
(c)    ASSOCIATE MEMBERS:  Associate membership shall be available to all persons who are directly, primarily, and regularly engaged in performing services in the oil and gas industry.  An Associate member may not vote or hold office.
(d)    LIFE MEMBERS:  Life membership shall be available to all active members 65 years of age or older who have retired from land work and have a minimum of five consecutive years of active membership.
(e)    STUDENT MEMBERSHIP:  Available to those enrolled in a degree program specifically for education of Land Professionals or Energy Management at an accredited college or university.  A Student member may not vote or hold office.

2.  All questions relating to and touching upon the qualifications for and maintenance of membership shall be determined by the Executive Committee, provided for in Article Vll of these By-Laws, and such determination shall be final.

3. All members agree to be bound by and to enforce and protect the Bylaws, Code of Ethics, and Standards of Practice of the PBLA, and to hold the PBLA, its members, officers, directors, and employees harmless for enforcement thereof.

ARTICLE V – MEETINGS

The meetings of the PBLA shall be:
(1)  Regular
(2)  Special.

Regular meetings may be held each month, at such time and place that may be designated by the Executive Committee, a minimum of nine (9) meetings to be held during each calendar year. Special meetings may be held at any time the affairs of the PBLA necessitates such a meeting be held.

ARTICLE VI – OFFICERS AND DUTIES

1.     The officers of the PBLA shall be:

(a)  President
(b)  First Vice-President / President Elect
(c)  Second Vice-President
(d)  Secretary
(e)  Treasurer
(f)   AAPL (American Association of Professional Landmen) Director.

2.  The duties of the President shall be:

(a)    To preside at all meetings;
(b)    To appoint all committees, except the Executive Committee and the Nominating     Committee and other standing committees provided for in these By-Laws;
(c)    To be Chairman of the Executive and Ex-Officio member of all other committees.

3.  The duties of the First Vice-President / President Elect shall be:

(a)    To perform all of the duties of the President in the temporary absence of that officer;
(b)    To be Chairman of the Program and Entertainment Committee;
(c)    To be a member of the Executive Committee;
(d)    To serve as President for the next fiscal year.

4.  The duties of the Second Vice-President shall be:

(a)    To perform all of the duties of the President and First Vice-¬President in the temporary
absence of those officers;
(b)    To be Chairman of the Membership Directory Committee;
(c)    To be a member of the Executive Committee.

5.  The duties of the Secretary shall be:

(a)    To keep a true and complete record and minutes of all regular and special meetings of the
PBLA and of all Executive Committee meetings.  She/He shall furnish written copies of all such minutes to the members of the Executive Committee prior to the next regular meeting of the Executive Committee;
(b)    To assist the presiding officer at all regular and special meetings and all Executive
Committee meetings;
(c)    To notify the members of all regular and special meetings of the PBLA at the direction of
the presiding officer and/or the Executive Committee;
(d)     To maintain a current official roster of membership;
(e)    To be a member of the Executive Committee.

6.  The duties of the Treasurer shall be:

(a)     To collect all dues and assessments from all members and maintain accurate records
thereof;
(b)    To be custodian of all funds and to pay all expenses of the PBLA authorized by the
Executive Committee;
(c)    To prepare and furnish a written financial statement correctly reflecting the financial
condition of the PBLA when so directed by the presiding officer and/or the Executive
Committee.

7.  The duties of the AAPL Director shall be:

(a)    To attend all AAPL Board Meetings;
(b)    To attend all PBLA board meetings as an ex-officio, non-voting, member;
(c)    To report to the PBLA board a summary of the AAPL board meetings;
(d)    To communicate with the AAPL board such matters that the PBLA board may desire;
(e)    To have a representative and reporting relationship to the PBLA;
(f)    To promote the AAPL to the PBLA and the PBLA to the AAPL to enhance relations and to
serve as a liaison between the two organizations.

ARTICLE VII – EXECUTIVE COMMITTEE

1.  The Executive Committee shall consist of the duly elected officers and eight (8) Directors. The Immediate Past President shall serve as an Advisor to this Committee.

2.  Seven (7) members of the Executive Committee shall constitute a quorum for transaction of all business regularly coming before it.

3.  The duties of the Executive Committee shall be:

(a)    To have general supervision of all business, social and financial matters;
(b)    To pass upon the eligibility of applicants for membership;
(c)    To call special meetings.

ARTICLE VIII – STANDING COMMITTEES

1.  The Standing Committees shall be:

(a)    Program and Entertainment;
(b)    Membership Directory;
(c)    Ethics.

2.  The Program and Entertainment Committee shall be composed of the First Vice-President as Chairman and five (5) active members to be appointed by her/him, subject to the approval of the President.
3.  The duties of the Program and Entertainment Committee shall be:

(a)    To plan to carry out the program for each meeting throughout the year, and maintain the
quality of the programs at the highest degree possible to further the education,
entertainment, and interest of the PBLA;
(b)    To make physical arrangements for each meeting including the time and place;
(c)    To plan and carry out social functions.

4.  The Membership and Directory Committee shall be composed of the Second Vice-President as Chairman and five (5) active members to be appointed by her/him subject to the approval of the President.

5.  The duties of the Membership and Directory Committee shall be:

(a)    To handle all matters relating to membership in accordance with these By-Laws;
(b)    To see that all persons eligible for active membership are offered an opportunity to make
application;
(c)    To assume responsibility for publishing a Directory of PBLA as authorized by the Executive
Committee.

6.  The Ethics Committee shall be composed of a Chairman, appointed by the President, and at least four (4) other Active members, appointed by the Chairman, none of whom may be current members of the Executive Committee.

7.  The duties of the Ethics Committee shall be:

(a)    To be responsible for upholding the ethical standards of the PBLA.
(b)     To investigate allegations of misconduct in violation of the Code of Ethics of the PBLA and to make recommendations to the Executive Committee for appropriate action.  The Ethics Committee shall adopt and follow the process and procedures, currently in effect at the time of the investigation, as contained in the By-laws and the Policy Manual of the AAPL, unless the Executive Committee has previously adopted a formal written policy and/or procedure.

The standing committees, as provided for herein as appointed by the responsible officers, shall serve throughout the fiscal year provided that all members shall continue to function until such time as their successors have been designated. The appointments shall be made and the Executive Committee so notified in writing within ten (10) days following the first annual meeting.

ARTICLE IX – DUES AND ASSESSMENTS

1.  The fiscal year shall begin June 1.

2.  Dues shall be assessed and collected on an annual in the amount set by Board action.  Dues are due and payable on June 1 of each dues paying year. Failure to pay the annual dues by July 31 for such dues paying year may result in the termination of membership.  Application and approval may be required for reinstatement.  The assessment and collection of dues may be suspended when the Executive Committee finds that such payment is not necessary for the proper financing of the Association for the period suspended. At the discretion of the Membership Chairman dues may be prorated for those applicants for membership who apply after December 1 of such dues paying year.
3.  Special assessment may be made and will be effective only upon being passed by a vote of three-fourths (3/4) majority of the active members of the PBLA, voting at any regular or special meeting, provided that written notice of such meeting and the special assessment proposed shall have been mailed to all Aactive members at least one week prior to such meeting.

ARTICLE X – ELECTION OF OFFICERS AND DIRECTORS

1.      In order to be elected as an Officer or Director, a candidate must be, and have been for at least the prior two (2) years, an Active member, in good standing, of the PBLA; or, an Active member of the PBLA that is also an Active member of the AAPL who has also earned the designation of RPL (Registered Professional Landman) or CPL (Certified Professional Landman), or the equivalent, as defined by the AAPL.

2.      On or before the first (1st) day of March, the President shall appoint a nominating committee of not less than three (3) and not more than six (6) Active members of the PBLA whose duty it shall be to prepare a slate of at least one candidate for each office, except for the office of 1st Vice-President where there will be at least two (2) candidates, for consideration at the forthcoming election.  At the regular meeting in March, the Nominating Committee will take nominations from the floor.

3.  The Nominating Committee’s qualified slate of officers and directors shall be presented to the PBLA at the April regularly scheduled meeting.  Ballots will be prepared and sent via first class mail, no later than April 15th, to each Active member of the PBLA with instructions to mark and return it to the Executive Committee, post marked within ten days of receipt.  A ballot, to be considered valid, must be received by the Executive Committee within 20 days of the initial mailing.  Election shall be by the largest number of valid votes cast for each office. The Nominating Committee shall then count the votes and certify the results.  The duly elected officers and directors shall be presented at the first regular meeting in May and installed at the first meeting of the fiscal year for which they have been elected.  The terms of Office for the Officers of the PBLA shall be for a period of twelve (12) calendar months and the terms for the Directors of the PBLA shall be for a period of twenty-four (24) calendar months beginning on the first day of June.  For the year beginning in June of 2011, only, four (4) Directors shall be elected for one (1) year terms and four (4) Directors shall be elected for two (2) year terms.

3.  In the event of a vacancy:

(a)    In the office of President then the elected First Vice-President shall succeed to the office of
President and then serve as President for the next fiscal year;
(b)     In the office of First Vice-president the elected Second Vice-President shall serve out the
remaining term of the First Vice-President for the current fiscal year, but shall not serve as
President elect;
(c)    In the offices of Second Vice¬-President, Secretary, Treasurer, or the Board of Directors, the
Executive Committee shall fill the same by appointment.

5.  The APPL Director shall be elected for a term of two (2) years, on odd numbered years, at the same time and in the same manner as provided in 3 above, and the AAPL Director’s name shall be submitted to the Board of Directors of the AAPL prior to the date fixed for the next succeeding AAPL annual membership meeting.  The preference for the AAPL Director is for that person to be a recent past president of the PBLA, although not a requirement.  Any candidate for AAPL Director must also be an active member of the AAPL, in good standing, and not under any active ethics investigation.

ARTICLE XI – CODE OF ETHICS

The Code of Ethics shall be the basis of conduct, business principles, and ideals for the members of the PBLA; and it shall be understood that conduct of any member of the PBLA inconsistent with the provisions set forth in this Article shall be considered unethical and said individual’s membership shall be subject to review for possible termination, or non-renewal.  In the area of human endeavour involving trading under competitive conditions, ethical standards for fair and honest dealing can be made increasingly meaningful by an association organized and dedicated not only to the definition, maintenance, and enforcement of such standards, but to the improvement and education of its members as set out in the Standard of Practice.  Such is the objective of PBLA and such is its public trust.

1.  It shall be the duty of the Landman 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 Landman, in her/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.  A Landman shall not betray her/his partner’s, employer’s, or client’s trust by directly or indirectly turning confidential information to personal gain.

The Landman shall exercise the utmost good faith and loyalty to her/his employer (or client) and shall not act adversely or engage in any enterprise in conflict with the interest of her/his employer (or client). Further, she/he shall act in good faith in his dealings with the industry associates.  The Landman shall represent others only in her/his areas of expertise and shall not represent himself to be skilled in professional areas in which she/he is not professionally qualified.

ARTICLE XII – STANDARDS OF PRACTICE

Under all is the land.  Upon its wise utilization and widely allocated ownership depend the survival and growth of free institutions and of our civilization.  The Code of Ethics shall be the basis of conduct, principles, and ideals for the members of the PBLA.  In the area of human endeavour involving trading under competitive conditions, ethical standards for fair and honest dealing can be made increasingly meaningful by an association organized and dedicated not only to the definition, maintenance, and enforcement of such standards, but to the improvement and education of its members.  Such is the objective of the PBLA and such is its public trust.

Such standards impose obligations beyond those of ordinary trading.  They impose grave social responsibility and a duty to which the Landman should dedicate himself.  A Landman, therefore, is zealous to maintain and improve the standards of her/his calling and shares with her/his fellow Landmen common responsibility for its integrity and honor.  The term “Landman” has come to connote competency, fairness, integrity, and moral conduct in business relations.  No inducement of profit and no instruction from clients can ever justify departure from these ideals.

In order to inform the members of the specific conduct, business principles, and ideals mandated by the Code of Ethics, the PBLA has adopted the following Standards of Practice and every member shall conduct his business in accordance therewith:

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 in her/his area of represented expertise, in order to be in a position to advise her/his employer or client properly.

2.  It is the duty of a Landman to protect the members of the public with whom she/he deals against fraud, misrepresentation, and unethical practices.  She/He shall eliminate any 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 her/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 her/his obligation to treat fairly all parties to any transaction, or act in an ethical manner.

4.  A Landman shall not accept compensation from more than one principal for providing the same service, nor accept compensation from more than one party to a transaction, without the full knowledge of all principals or parties to the transaction.

5.  A Landman shall not deny equal professional services to any person for reasons of race, creed, sex, or country of national origin.  A Landman shall not be party to any plan or agreement to discriminate against a person or persons on the basis of race, creed, sex, or country of national origin.

6.  A 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 she/he engage in professional areas in which she/he is not qualified such as the practice of law, geology, engineering, or other disciplines.

7.  A Landman shall not undertake to provide professional services concerning a property or a transaction where she/he has a present or contemplated interest, unless such interest is specifically disclosed to all affected parties.

8.  A Landman shall not acquire for himself or others an interest in property which she/he is called upon to purchase for his principal, employer, or client.  She/He shall disclose his interest in the area which might be in conflict with her/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 she/he has any interest, a Landman shall reveal the facts of her/his ownership or interest to the potential buyer.

9.  If a Landman is charged with unethical practice or is asked to present evidence in any disciplinary proceeding or investigation, or has direct knowledge of apparent unethical misconduct of anoth¬er member, she/he shall place all pertinent facts before the proper authority of the PBLA, which shall hold all such information confidential.

10.  A 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 or consent.

11.  A 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.

12.  A Landman shall avoid business activity which may conflict with the interest of her/his employer or client or result in the unauthorized disclosure or misuse of confidential information.

13.  A Landman shall at all times present an accurate repre¬sentation in her/his advertising and disclosures to the public.

14.  A Landman shall not participate in conduct which causes her/him to be convicted, adjudged or otherwise recorded as guilty, or which results in deferred adjudication, by any court of competent jurisdiction of any felony, any offense involving fraud as an essential element or any other serious crime.

ARTICLE XIII – AMENDMENTS TO THE BY-LAWS

These By-Laws may be changed or amended only by a vote of three-¬fourths (3/4) majority of the Active members of the PBLA present and voting at any regular meeting, provided that written notice of the proposed changes or amendments shall have been mailed, e-mailed, or faxed, to all Active members at least one week prior to such meeting.  In lieu of voting at a regular meeting, the Executive Committee may, at its direction, have the voting on the By-Laws conducted by mail, provided that:
(1) a copy of any such proposed change or amendment is mailed to all Active members;
(2) a written ballot is enclosed; and
(3) notification is included that the vote is to be conducted by mail, along with instructions to vote and return the ballot within ten (10) days.

The vote will then be conducted on the basis of a three-fourths (3/4) majority of the ballots returned.

ARTICLE XIV – GENDER

The masculine gender shall refer to both men and women.

By-Laws Revision Dates

Dated:  March, 1971

Revised:  October 10, 1978
Revised:  January 12, 1982
Revised:  May 11, 1993
Revised:  May 9, 1995
Revised:  May 12, 1998
Revised:  July, 2007
Revised: January 11, 2011