ARTICLE I - NAME

The name of the organization shall be PBLA, INC. doing business as THE PERMIAN BASIN LANDMEN'S ASSOCIATION.

ARTICLE II - LOCATION

ARTICLE III - PURPOSE

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

ARTICLE IV - MEMBERSHIP

ARTICLE V - MEETINGS

The meetings of the organization 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 organization necessitates such a meeting be held.

ARTICLE VI - OFFICERS AND DUTIES

1. The officers of the organization shall be:
(a) President
(b) First Vice-President and President elect
(c) Second Vice-President
(d) Secretary
(e) Treasurer

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 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.

4. The duties of the Second Vice-President shall be:
(a) To perform all of the duties of the President and First Vice­President 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 perfect record and minutes of all regular and special meetings of the organization and of all Executive Committee meetings. He shall furnish written copies of all such minutes to the members of the Executive Committee within five (5) days following such meetings.
(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 organization at the direction of the presiding officer and/or the Executive Committee.
(d) To maintain a current official roster of membership which will reflect the current standing of all members.
(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 organization authorized by the Executive Committee.
(c) To prepare and furnish a written financial statement correctly reflecting the financial condition of the organization when so directed by the presiding officer and/or the Executive Committee.

ARTICLE VII - EXECUTIVE COMMITTEE

l. 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

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 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 organization.
(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 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.
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

ARTICLE X - ELECTION OF OFFICERS AND DIRECTORS

1. At least thirty (30) days prior to the last regular meeting each year, the Executive Committee shall appoint a Nominating Committee to be composed of two members of the Executive Committee and three active members of the Corporation, whose duty it shall be to select and report to the Executive Committee, a slate of two, willing candidates for each elective office and directorship.

2. The Nominating Committee's slate of officers and directors shall be presented to the Corporation at the next regularly scheduled meeting at which time additional nominations for each elective office and directorship will be received from the floor.

3. Within one week after said meeting a ballot will be prepared and mailed to each active member of the Corporation with instructions to mark and return it to the Executive Committee within ten days. Election shall be by a simple majority of the vote cast. The Nominating Committee shall then canvas the results and the duly elected officers and directors shall be presented and installed at the first regular meeting of the fiscal year for which they have been elected.

4. (A) In the event of a vacancy in the office of President prior to April 1st, then the elected First Vice-President shall succeed to the office of President.
(B) In the event of a vacancy in the office of President subsequent to April 1st, then the elected First Vice­President shall succeed to the office of President and shall also be President for the next fiscal year.
(C) In the event of a vacancy 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.

5. In the event of a vacancy or vacancies in the offices of Second Vice­President, Secretary, Treasurer, or the Board of Directors. the Executive Committee shall fill the same by appointment.

6. The terms of the Officers and Directors shall be for a period of twelve (12) calendar months.

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 Association 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 endeavor 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.

Section 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 ublic at large with the view of establishing and maintaining goodwill etween 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.

Section 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 Land Professional shall not betray his partner's, employer's or client's trust by directly or indirectly 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.

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 Permian Basin Landmen's Association. In the area of human endeavor 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 Permian Basin Landmen's Association 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 Land Professional should dedicate himself. A Land Professional, therefore, is zealous to maintain and improve the standards of his calling and shares with his fellow Land Professionals common responsibility for its integrity and honor. The term "Land Professional" 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 Association 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 land professional shall be informed regarding laws, proposed legislation, governmental regulations, public policies and current market conditions 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 the land professional to protect the members of the public with whom he deals against fraud, misrepresentation and unethical practices. 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, the land professional 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 the land professional of his obligation to treat fairly all parties to any transaction, or act in an ethical manner. (A, B).

4. The land professional 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. The land professional shall not deny equal professional services to any person for reasons of race, creed, sex or country of national origin. The land professional 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 land professional shall provide a level of competent service in keeping with the Standards of Practice in those fields in which a land professional customarily engages. The land professional 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.

7. The land professional 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.

8. The land professional shall not acquire for himself or others an interest in property which he is called upon to purchase for his principal, employer or client. He shall disclose his interest in the area which 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 land professional shall reveal the facts of his ownership or interest to the potential buyer.

9. If a land professional 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 anoth­er member, he shall place all pertinent facts before the proper authority of the Permian Basin Landmen's Association, which shall hold all such information confidential.

10. The land professional 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. The land professional shall assume 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. The land professional shall avoid business activity which may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information.

13. The land professional shall at all times present an accurate repre­sentation in his advertising and disclosures to the public.

14. The land professional shall not participate in conduct which causes 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 BYLAWS

These By-Laws may be changed or amended only by a vote of three­fourths (3/4) majority of the active members of the Corporation present and voting at any regular meeting, provided that written notice of the proposed changes or amendments shall have been mailed 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.
(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.

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