BY-LAWS OF THE

NEVADA LANDMEN’SASSOCIATION

(As approved in February 1982 andsubsequently amended)
 
 

ARTICLEI -- NAME

The name of the organization shallbe:

NEVADA LANDMEN’SASSOCIATION, hereinafter called the "Association".
 
 

ARTICLEII -- LOCATION

The headquarters of the Associationshall be in Reno, Nevada.
 
 

ARTICLEIII -- PURPOSE

The Associationshall be a non-profit organization whose purposes are:

1. To advance the profession oflandmen in the minerals industry.

2. To promote a high level of professionalismand ethics among the membership through programs of continuing education.

3. To cultivate cordial relationsamong the members of the Association.

4. To foster cooperation and understandingbetween the minerals industry and officials of the federal, state, andlocal governments.
 
 

ARTICLEIV -- MEMBERSHIP

Active membership in the Associationshall be open: (a) to any person who is directly involved with and expendsa considerable amount of his or her time in land work related to the mineralsindustry; (b) to any person who provides clerical or technical supportfor land work related to the minerals industry; or (c) to any person whois interested in the activities of the Association.

Every prospective member shall submita brief application to the Executive Committee.
 
 

ARTICLE V-- MEETINGS

The meetings of the Associationshall be:

1. Regular

2. Special

Regular meetings are held as luncheonson the third Friday of each month. Such meeting dates may be canceled oraltered by the Executive Committee or by a majority of active members presentat any scheduled meeting.

Special meetings may be held atany time the affairs of the Association necessitatesuch meetings; provided that notice of special meetings shall be givenby the President or, in his absence, by the Vice President, and communicatedto all members by mail or by telephone.
 
 

ARTICLEVI -- OFFICERS AND DUTIES

The officers of the Associationshall be:

1. President

2. Vice President

3. Secretary

4. Treasurer

5. American Association of ProfessionalLandmen Director

6. Rocky Mountain Mineral Law FoundationTrustee

A vacancy in any elected office shallbe filled by appointment from the active membership by Executive Committee.

Duties of the officers are as follows:

1. President(a) Shall preside over regularand special meetings.

(b) Appoint committees as appropriate.

(c) Assist the Vice President insecuring program speakers for meetings.
 
 

2. Vice President(a) Preside over meetings in absenceof the President.

(b) Primarily responsible for securingprograms for monthly meetings.
 
 

3. Secretary(a) Preside over meetings in absenceof both the President and Vice President.

(b) Mail notices to all active membersconcerning meetings.

(c) Keep minutes of meetings whenappropriate.

(d) Maintain up-to-date membershiproster and furnish each member with a copy no less than annually.

(e) Assume Treasurer’s duties whenhe is not available.
 
 

4. Treasurer(a) Collect dues and maintainfinancial records. Report financial status to membership each six months.

(b) Make disbursements from treasurywith approval by another officer. (All checks shall be signed by the Treasurerand one other officer.)
 
 

5. American Association of ProfessionalLandmen Director(a) Represent the NevadaLandmen’s Association on the American Association of ProfessionalLandmen’s Board of Directors. Attend quarterly and special meetings ofthe American Association of Professional Landmen’s Board of Directors.

(b) Report on the business and activitiesof the American Association of Professional Landmen to the membership ofthe Nevada Landmen’s Association each quarterat the regular Nevada Landmen’s Associationmeeting immediately following each American Association of ProfessionalLandmen’s Board of Directors meeting.

(c) Represent the NevadaLandmen’s Association and participate in such other programs andactivities of the American Association of Professional Landmen as may beconsidered appropriate and desirable by the Executive Committee of theNevadaLandmen’s Association.
 
 

6. Rocky Mountain Mineral Law FoundationTrustee(a) Represent the NevadaLandmen’s Association on the Rocky Mountain Mineral Law FoundationBoard of Trustees. Attend quarterly and special meetings of the Rocky MountainMineral Law Foundation Board of Trustees.

(b) Report on the business and activitiesof the Rocky Mountain Mineral Law Foundation to the membership of the NevadaLandmen’s Association each quarter at the regularNevada Landmen’s Association meeting immediately following eachRocky Mountain Mineral Law Foundation Board of Trustees meeting.

(c) Represent the NevadaLandmen’s Association and participate in such other programs andactivities of the Rocky Mountain Mineral Law Foundation as may be consideredappropriate and desirable by the Executive Committee of the NevadaLandmen’s Association.
 
 

ARTICLEVII -- ELECTION OF OFFICERS
The election of officers shall be heldat the first regular meeting of the calendar year except for the firstelection of the Association which shall beheld in June 1982.

Candidates for office in the Associationshall be selected from active members in good standing. Applications ornominations shall be submitted to a duly-appointed Nominating Committeewho shall submit a slate of officers for election. The Committee shallannounce the candidates at the monthly meeting prior to the first annualmeeting of the year and shall include the candidate’s name in the newsletterfor that monthly meeting. Additional nominations may be made by the membershipat that meeting prior to the annual meeting or by mail or telephone toany member of the Nominating Committee prior to the mailing of the finalslate. Three weeks before the annual meeting, the candidates’ names shallbe submitted to the Active members on a secret ballot. The Committee willcount all ballots returned before commencement of the annual meeting andreport the results to the President of the Association.A majority of votes cast will constitute election; and in the event ofa tie, the Executive Committee will convene and cast one additional, decidingvote.

The duly elected officers of theAssociationshall take office at the next regular meeting and shall serve during thatcalendar year, provided, however, that all officers shall serve until suchtime as their respective successors shall have been duly elected. The AmericanAssociation of Professional Landmen Director and Rocky Mountain MineralLaw Foundation Trustee shall be elected in accordance with the foregoingprovisions of this Article VII; provided, however, that the first Director/Trusteeshall be elected at a special meeting of the membership of the NevadaLandmen’s Association to be held in September or October, 1986.The first elected Director shall serve as Director for the remainder ofthe regular ongoing term of Directors in Region VIII. All subsequent Directors/Trusteesshall be elected for terms in accordance with the By-Laws of the AmericanAssociation of Professional Landmen and Rocky Mountain Mineral Law Foundation.
 
 

ARTICLEVIII -- EXECUTIVE COMMITTEE

The Executive Committee shall becomprised of five members of the Associationconsisting of the current serving elected officers excluding the AAPL Director,the Rocky Mountain Mineral Law Foundation Trustee and the immediate pastPresident.

The members of the Executive Committeeshall serve for the calendar year running concurrently with that of theelected officers of the Association.

Three members of the Executive Committeeshall constitute a quorum for the transaction of all business regularlycoming before it.

The duties of the Executive Committeeof this Association shall be:

1. To have general supervisionof the finances of the Association.

2. To lend such assistance as maybe requested to the Vice President for the planning of programs and theappointment of special entertainment committees.

3. To call special meetings.
 
 

ARTICLEIX -- DUES AND ASSESSMENTS

Commencing with the calendar year1997, the annual dues shall be thirty dollars ($30.00) for active members,the same to be payable in advance, which payment may be suspended or reducedwhen the Executive Committee finds that such payment is not necessary forthe proper financing of the Association.

Dues for the balance of the fiscalyear will be assessed against new members who join as substitutes withintheir respective companies for members in good standing who are transferredfrom the area or who otherwise become ineligible for membership in theAssociation.

The fiscal year shall run concurrentlywith the calendar year.

Individual members will be assessedtheir individual costs incurred by the Associationwhenthose members fail to attend dinner, luncheon or similar meetings afterhaving made reservations.

Special assessments may be madeand will be effective only upon approval by a two-thirds majority of theactive members present at any regular meeting provided a written noticeof each meeting and the special assessments proposed shall have been mailedto all members at least one week prior to such meetings.
 
 

ARTICLEX -- GUESTS

Guests accompanied by members willbe welcome at all functions of the Association,unless restricted by the Executive Committee. However, members will beliable for any monetary obligation made by or on behalf of their respectiveguests.
 
 

ARTICLEXI -- AFFILIATION WITH OTHER ORGANIZATIONS

Upon recommendation by the ExecutiveCommittee and approval by a majority of the members present at a regularmeeting, this Association is authorized tojoin or affiliate with an organization or organizations devoted to activitiesof persons engaged in land work.
 
 

ARTICLEXII -- AMENDMENT OF BY-LAWS

These by-laws may be amended bya two-thirds majority of the active members present at any regular meetingof the Association provided that notice ofsuch meeting and the special amendments proposed shall have been givento all members prior to such meeting.
 
 

ARTICLEXIII -- DISSOLUTION

Upon the dissolution of the Association,assets shall be distributed to an organization which is directly involvedin the advancement of the minerals industry, such organization to be exemptwithin the meaning of Section 501 (c) (6) of the Internal Revenue Code,or corresponding section of any future federal tax code or shall be distributedto the federal government, or to a state or local government, for a publicpurpose. Such distribution shall be in accordance with Nevada Revised Statute81.0075.
 
 

ARTICLEXIV -- CODE OF ETHICS

The Code of Ethics shall be thebasis of conduct, business principles and ideals for the members of theNevadaLandmen’s Association; and it shall be understood that conduct ofany member of the Association inconsistentwith the provisions set forth in this Article shall be considered unethical.

In the area of human endeavor involvingtrading under competitive conditions, ethical standards for fair and honestdealing can be made increasingly meaningful by an association organizedand dedicated not only to the definition, maintenance and observance ofsuch standard, but to the improvement and education of its members. Suchis the objective of the Nevada Landmen’s Associationand such is its public trust.

Section 1. It shall be the dutyof the landman at all times to promote and, in a fair and honest manner,present the industry to the public at large with the view of establishingand maintaining good will between the industry and the public, and amongindustry parties.

The landman, in his dealing withlandowners, industry parties and others outside the industry, shall conducthimself in a manner consistent with fairness and honesty, such as to maintainthe respect of the public.

Section 2. Competition among thoseengaged in the mineral and energy industries shall be kept at a high levelwith careful adherence to established rules of honesty and courtesy.

A landman shall not betray his partner’s,employer’s or client’s trust by turning confidential information to personalgain.

The landman shall exercise the utmostgood faith and loyalty to his employer (or client) and shall not act adverselyor 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 industryassociates.

The landman shall not representhimself to be skilled in professional areas in which he is not professionallyqualified.
 

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