BY-LAWS OF THE

NEVADA LANDMEN’S ASSOCIATION

(As approved in February 1982 and subsequently amended)
 
 

ARTICLE I -- NAME

The name of the organization shall be:

NEVADA LANDMEN’S ASSOCIATION, hereinafter called the "Association".
 
 

ARTICLE II -- LOCATION

The headquarters of the Association shall be in Reno, Nevada.
 
 

ARTICLE III -- PURPOSE

The Association shall be a non-profit organization whose purposes are:

1. To advance the profession of landmen in the minerals industry.

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

3. To cultivate cordial relations among the members of the Association.

4. To foster cooperation and understanding between the minerals industry and officials of the federal, state, and local governments.
 
 

ARTICLE IV -- MEMBERSHIP

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

Every prospective member shall submit a brief application to the Executive Committee.
 
 

ARTICLE V -- MEETINGS

The meetings of the Association shall be:

1. Regular

2. Special

Regular meetings are held as luncheons on the third Friday of each month. Such meeting dates may be canceled or altered by the Executive Committee or by a majority of active members present at any scheduled meeting.

Special meetings may be held at any time the affairs of the Association necessitate such meetings; provided that notice of special meetings shall be given by the President or, in his absence, by the Vice President, and communicated to all members by mail or by telephone.
 
 

ARTICLE VI -- OFFICERS AND DUTIES

The officers of the Association shall be:

1. President

2. Vice President

3. Secretary

4. Treasurer

5. American Association of Professional Landmen Director

6. Rocky Mountain Mineral Law Foundation Trustee

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

Duties of the officers are as follows:

1. President (a) Shall preside over regular and special meetings.

(b) Appoint committees as appropriate.

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

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

(b) Primarily responsible for securing programs for monthly meetings.
 
 

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

(b) Mail notices to all active members concerning meetings.

(c) Keep minutes of meetings when appropriate.

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

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

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

(b) Make disbursements from treasury with approval by another officer. (All checks shall be signed by the Treasurer and one other officer.)
 
 

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

(b) Report on the business and activities of the American Association of Professional Landmen to the membership of the Nevada Landmen’s Association each quarter at the regular Nevada Landmen’s Association meeting immediately following each American Association of Professional Landmen’s Board of Directors meeting.

(c) Represent the Nevada Landmen’s Association and participate in such other programs and activities of the American Association of Professional Landmen as may be considered appropriate and desirable by the Executive Committee of the Nevada Landmen’s Association.
 
 

6. Rocky Mountain Mineral Law Foundation Trustee (a) Represent the Nevada Landmen’s Association on the Rocky Mountain Mineral Law Foundation Board of Trustees. Attend quarterly and special meetings of the Rocky Mountain Mineral Law Foundation Board of Trustees.

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

(c) Represent the Nevada Landmen’s Association and participate in such other programs and activities of the Rocky Mountain Mineral Law Foundation as may be considered appropriate and desirable by the Executive Committee of the Nevada Landmen’s Association.
 
 

ARTICLE VII -- ELECTION OF OFFICERS
The election of officers shall be held at the first regular meeting of the calendar year except for the first election of the Association which shall be held in June 1982.

Candidates for office in the Association shall be selected from active members in good standing. Applications or nominations shall be submitted to a duly-appointed Nominating Committee who shall submit a slate of officers for election. The Committee shall announce the candidates at the monthly meeting prior to the first annual meeting of the year and shall include the candidate’s name in the newsletter for that monthly meeting. Additional nominations may be made by the membership at that meeting prior to the annual meeting or by mail or telephone to any member of the Nominating Committee prior to the mailing of the final slate. Three weeks before the annual meeting, the candidates’ names shall be submitted to the Active members on a secret ballot. The Committee will count all ballots returned before commencement of the annual meeting and report the results to the President of the Association. A majority of votes cast will constitute election; and in the event of a tie, the Executive Committee will convene and cast one additional, deciding vote.

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

ARTICLE VIII -- EXECUTIVE COMMITTEE

The Executive Committee shall be comprised of five members of the Association consisting of the current serving elected officers excluding the AAPL Director, the Rocky Mountain Mineral Law Foundation Trustee and the immediate past President.

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 IX -- DUES AND ASSESSMENTS

Commencing with the calendar year 1997, 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 reduced when the Executive Committee finds that such payment is not necessary for the proper financing of the Association.

Dues for the balance of the fiscal year will be assessed against new members who join as substitutes within their respective companies for members in good standing who are transferred from the area or who otherwise become ineligible for membership in the Association.

The fiscal year shall run concurrently with the calendar year.

Individual members will be assessed their individual costs incurred by the Associationwhen those members fail to attend dinner, luncheon or similar meetings after having made reservations.

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

ARTICLE X -- GUESTS

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

ARTICLE XI -- AFFILIATION WITH OTHER ORGANIZATIONS

Upon recommendation by the Executive Committee and approval by a majority of the 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.
 
 

ARTICLE XII -- AMENDMENT OF BY-LAWS

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

ARTICLE XIII -- DISSOLUTION

Upon the dissolution of the Association, assets shall be distributed to an organization which is directly involved in the advancement of the minerals industry, such organization to be exempt within the meaning of Section 501 (c) (6) of the Internal Revenue Code, or corresponding section of any future federal tax code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be in accordance with Nevada Revised Statute 81.0075.
 
 

ARTICLE XIV -- CODE OF ETHICS

The Code of Ethics shall be the basis of conduct, business principles and ideals for the members of the Nevada Landmen’s Association; 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.

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 observance of such standard, but to the improvement and education of its members. Such is the objective of the Nevada Landmen’s Association and such is its public trust.

Section 1. It shall be the duty of 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 establishing and maintaining good will between the industry and the public, and among industry parties.

The landman, in his dealing 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 landman shall not betray his partner’s, employer’s or client’s trust by turning confidential information to personal gain.

The landman 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 industry associates.

The landman shall not represent himself to be skilled in professional areas in which he is not professionally qualified.
 

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