BY-LAWS OF THE OKLAHOMA CITY ASSOCIATION OF PROFESSIONAL LANDMEN
(Adopted 1960 and amended 1960, 1962, 1963, 1964, 1966, 1974,1976, 1977, 1985, 1989, 1990, 1991, 1992, 1999, 2002, 2003 and 2004, 2006 and 2007, 2008)
ARTICLE I -- NAME
The name of the organization shall be "OKLAHOMA CITY ASSOCIATION OF PROFESSIONAL LANDMEN ", hereinafter referred to as "OCAPL".
ARTICLE II -- LOCATION
The situs of the headquarters of OCAPL shall be in the City of Oklahoma City, County of Oklahoma, State of Oklahoma.
ARTICLE III -- PURPOSE
The purpose of OCAPL shall be:
(3) Standards and Ethics
(4) Community Involvement
(5) Member Services
ARTICLE IV -- MEMBERSHIP
Membership in OCAPL shall be:
(5) Senior Past President
ACTIVE MEMBERSHIP in OCAPL shall be limited to professional landmen regularly engaged in petroleum land work with one year or more experience or a Petroleum Land Management/Mineral Land Management and/or Energy Management Degree from a recognized college or university. Where salaried, his employer must be regularly engaged in the Oil and Gas business. Once qualified under this section, eligibility under this sub--section shall not be affected by location, classification of employment, departmental, or managerial assignment.
ASSOCIATE MEMBERSHIP shall be limited to professional landmen regularly engaged in petroleum land work with less than one year experience AND persons who are associated with petroleum land work who have one or more years experience. Associate Members shall have all the rights and privileges of Active Members EXCEPT THOSE OF VOTING AND HOLDING OFFICE AND LIFE MEMBERSHIP. It shall be the responsibility of the Associate Member who elects to change his membership to Active Membership to apply to the Executive Committee for approval.
HONORARY MEMBERSHIP may be conferred by the Executive Committee upon any person active or associated with petroleum land work who has rendered service to the industry which, at the discretion of the Executive Committee, entitles such person to an Honorary Membership designation. Honorary Members shall have all the rights and privileges of Active Members, except those of voting and holding office.
LIFE MEMBERSHIP: "Upon total and complete retirement, and a minimum of 5 consecutive years of OCAPL membership and reaching the age of 65, any Active Member may become a Life Member. The Executive Committee, at its sole discretion, shall have the authority to reclassify any Life Member's classification who continues to engage in petroleum land work and/or the Oil and Gas business. Such members shall pay annual dues and fees for OCAPL functions as determined by the Executive Committee. Life Members shall retain all rights and privileges of Active Members. It is the intent of OCAPL that dues and fees assessed Life Members shall be limited to only those amounts proportionately necessary to defray expenses attributable to this membership category, or such amount as may be necessary upon determination by the Executive Committee. It shall be the responsibility of the Active Member who wishes to change his membership to Life Membership to apply to the Executive Committee for approval.
SENIOR PAST PRESIDENTS MEMBERSHIP: “Senior Past President Membership may be conferred, upon application to and approval by the voting members of the OCAPL Board, on any OCAPL past president who is at least 65 years of age. Senior Past President Members shall not be charged any dues, unless financial conditions dictate dues are necessary, and shall enjoy all the privileges of an Active member”.
ARTICLE V -- MEETINGS
The meetings of OCAPL shall be:
REGULAR MEETINGS shall be held on the first Monday of each month at such time and place as may be designated by the Executive Committee.
SPECIAL MEETINGS may be held at any time the affairs of said OCAPL necessitates 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, or by telephone.
AND DUTIES ARTICLE VI -- OFFICERS
1. The officers of OCAPL shall be:
2. The duties of the PRESIDENT of OCAPL shall be:
(a) He shall preside at all regular and special meetings
(b) He shall appoint all committees, except the Executive Committee.
(c) He shall be Chairman of the Executive Committee, and Ex--Officio member of all other committees.
3. The duties of the VICE--PRESIDENT of OCAPL 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 Executive Committee.
4. The duties of the TREASURER of OCAPL shall be:
(a) He shall collect all dues and assessments from all members of OCAPL and maintain accurate records thereof.
(b) He shall pay all expenses of OCAPL, when such payment shall have been first duly authorized by the Executive Committee.
(c) He shall prepare financial statements correctly reflecting the financial condition of OCAPL at any time when so directed by the President or by the Executive Committee and shall submit and publish an annual report for the fiscal year which begins January 1st.
(d) He shall be a member of the Executive Committee.
5. The duties of the SECRETARY of OCAPL 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 OCAPL of all regular and special meetings thereof.
(d) He shall be a member of the Executive Committee.
ARTICLE VII -- ELECTION OF OFFICERS
1. On or before the first of June of each year, the President shall appoint a Chairman to the Nominating Committee who shall be a Past President and an Active Member of OCAPL. Said Chairman shall appoint four (4) additional members to serve on the committee. In addition to those members appointed by the Chairman, the current 1st Past President and Vice President of OCAPL shall be ex officio members of the committee. The Nominating Committee shall nominate Active Members of OCAPL for each of the offices of Vice President, Treasurer, and Secretary. The President's office will not be elected, but will be filled by the Vice President unless otherwise stated in these By-Laws. In alternate years, such Nominating Committee shall also nominate an Active Member of both OCAPL and the American Association of Professional Landmen (AAPL) for at least five years prior to his nomination for the office of AAPL Director (Region VI) and in compliance with the AAPL By-Laws. The Nominating Committee shall report in writing to the President the names of the nominees for each office prior to the first day of September. The nominations for each office shall be confirmed by majority vote of the OCAPL Executive Committee at that committee's meeting in September of that same year. The confirmed slate of officers will then be published in the September issue of the OCAPL newsletter.
2. The election of officers shall be held at the first regular meeting in November of each year by secret ballot, or voice vote as determined by the Executive Committee.
3. The officers shall be elected by a majority of Active and Life Members present and voting at such meeting.
4. The terms of office of the officers of OCAPL shall be for a period of twelve calendar months commencing on January 1st and running through December 31st as is consistent with OCAPL's fiscal year as defined in Article IX.2. herein; provided, however, that all officers shall serve until such time as their respective successors shall have duly been elected.
5. In the permanent absence of any officer or voting member of the Executive Committee, the Executive Committee shall appoint his successor to fill out the unexpired term.
ARTICLE VIII -- EXECUTIVE COMMITTEE
1. The Executive Committee shall consist of the immediate two past presidents, current officers, current AAPL Director (Region VI), and four other members of OCAPL, in regular standing, to be selected at the same time and in the same manner as prescribed for the election of officers except for the current AAPL Local Director which said provisions are addressed in Article XII of these By--Laws. In the event the Executive Committee contains a member(s) whose participation thereon fulfills more than one position, that member shall only be entitled to one vote before the Executive Committee.
2.The members of the Executive Committee shall serve for a period of twenty-- four calendar months with the exception of the officers which said term is addressed in Article VII, Paragraph 4 of these By--Laws.
3. Seven members of the Executive Committee of OCAPL shall constitute a quorum for the transaction of all business regularly coming before it.
4. The duties of the Executive Committee of OCAPL shall include, but not be limited to:
(a) To pass upon the eligibility of applicants for membership.
(b) To have general supervision of the finances of OCAPL.
(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.
5. Any unexpected vacancies in the Executive Committee shall be filled in the same manner as prescribed for the filling of vacancies of officers in Article VII, Paragraph 5 hereof.
ARTICLE IX -- DUES AND ASSESSMENTS
1. The annual dues assessed all Active and Associate Members shall be One Hundred Twenty Five Dollars ($125.00) per year payable annually in advance, the payment of which may be suspended, when the Executive Committee finds that such payment is not necessary for the proper financing of OCAPL for the annual period suspended, and dues shall cover the cost of the meals at the regular meetings and a subscription to the newsletter and directory.
(a) Membership dues are payable annually in advance and will be considered delinquent if not paid on or before December 31 of each year.
(b) Any member who becomes delinquent in dues for 45 days following December 31 shall be dropped from the membership roll and his membership canceled.
(c) Any member whose membership is canceled pursuant to Article IX, 1(b), may make application for reinstatement by:
1. Submitting a membership application, and;
2. Tendering the entire amount of the One (1) years dues, as set out in the By--Laws, regardless of the point in time at which application for reinstatement is submitted.
2. The fiscal year shall begin January first.
3. Special assessments may be made and will be effective only upon being passed by a three--fourths majority of the Active Members present at any regular meeting.
4. Any member may bring a guest(s) to the regular meeting and the Treasurer is authorized to collect from the member such amount as may be necessary upon determination by the Executive Committee.
5. The dues of members joining after July 1st shall be reduced by 35%.
ARTICLE X -- PARLIAMENTARY RULES
Roberts Rules of Order, Revised, shall control at the Regular and Special meetings of OCAPL.
ARTICLE XI -- AMENDMENTS
These By--Laws may be changed or amended by a majority of the Active Members present at any regular meeting of OCAPL, or by majority of the Active Members voting by a mail ballot. Any proposed amendments must be approved by a majority of the Executive Committee prior to submitting the changes to the membership for a vote.
ARTICLE XII -- ELECTION OF DIRECTOR TO AAPL
At the regular meeting in the month of November of each even numbered year, the Executive Committee shall present to the membership the names of at least one (1) or more qualified Active Members, in good standing, as nominees for the office of AAPL Director (Region VI) to serve for a term of two years commencing in the month of July of each odd numbered year; that additional nominations of qualified Active Members from the floor will then be in order and, upon the nominations being closed, the membership present shall vote, by secret written ballot, or voice vote as determined by the Executive Committee, on the entire slate of candidates nominated and the nominee receiving the most votes shall be the Director. Such Director shall automatically be a member of the Executive Committee during his two--year term. No member shall be qualified to serve as Director to the AAPL unless such member has been a member of AAPL for at least five years prior to his election as Director.
ARTICLE XIII -- GENDER
The masculine gender used herein shall refer to both men and women landmen.
ARTICLE XIV -- CODE OF ETHICS
The Code of Ethics shall be the basis of conduct, business principles and ideals for the members of the OCAPL; and it shall be understood that conduct of any member of the OCAPL inconsistent with the provisions set forth in this Article shall be considered unethical and said individual's membership status shall be subject to review for possible disciplinary action as prescribed in Article XVI Ethics Committee of these Bylaws.
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 below in Article XV Standards of Practice. Such is the objective of OCAPL and such is its public trust.
Section 1. It shall be the duty of the member 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 member, 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 member shall not betray his partner's, employer's, or client's trust by directly turning confidential information to personal gain.
The member 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 member 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 XV -- STANDARDS OF PRACTICE
In order to inform the members of the specific conduct, business principles and ideals mandated by the Code of Ethics, the OCAPL has adopted the following Standards of Practice of the AAPL, 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 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 landman 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 or mining industries.
3. In accepting employment, the landman 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 landman of his obligation to treat fairly all parties to any transaction, or act in an ethical manner.
4. The 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. The landman shall not deny equal professional services to any person for reasons of race, creed, sex or country of national origin. The landman shall not be a 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. The landman 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 landman shall not undertake to provide professional services concerning a property or transaction where he has a present or contemplated interest, unless such interest is specifically disclosed to all affected parties.
8. The landman 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 any block of leases, including lands owned by himself or in which he has any interest, a landman shall reveal the facts of 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 another member, he shall place all pertinent facts before the proper authority of the American Association of Professional Landmen.
10. The 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 and consent.
11. The 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 his employer or client.
12. The landman 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 landman shall at all times present an accurate representation in his advertising and disclosures to the public.
14. The landman shall not aid or abet the unauthorized use of the title "Certified Professional Landman."
15. The landman shall not participate in conduct which causes him to be convicted, adjudged or otherwise recorded as guilty by any court of competent jurisdiction of any felony, any offense involving fraud as an essential element, or any other serious crime.
ARTICLE XVI -- ETHICS COMMITTEE
The Ethics Committee shall be responsible for upholding the ethical standards of the OCAPL by making recommendations to the Executive Committee for appropriate action. The Ethics Committee shall consist of an Ethics Chair and 2 committee members, all 3 selected by the Vice President and approved by the President. The Vice President may designate alternate members, approved by the President, who may serve in the place of absent Ethics Committee members for the purpose of conducting investigations and hearings as provided herein. The Ethics Committee shall also be responsible for decisions on disciplinary action based on unethical actions by a member under the following procedures.
Section 1. Investigation.
Written allegations of misconduct in violation of the Code of Ethics, Standards of Practice or any portion of these Bylaws shall first be submitted to the OCAPL office to the attention of the Vice President. Such allegations should be accompanied by a full statement of the evidence and any documentation in support thereof. The Vice President shall refer such allegations of misconduct to the Chair of the Ethics Committee.
The Ethics Chair shall first determine if the accused is a member of AAPL. If so, the Ethics Chair shall forward the submitted allegations to the AAPL, and shall notify both the submitter and the accused that the allegations are now under the purvue of the AAPL. In this case, OCAPL's involvement shall be limited to that specifically requested by AAPL. The decision by AAPL of dismissal, censure, suspension, allow resignation, or expulsion shall be commensurately applied to the accused member's status in OCAPL. The OCAPL Ethics Chair shall notify the OCAPL membership of such decision in the authorized OCAPL newsletter.
If the accused is not a member of AAPL, the allegations will be handled by the following OCAPL procedures.
The Ethics Chair shall coordinate investigation of the charges by appointing an independent Investigation Committee composed of 3 members approved by the Vice President. The independent Investigation Committee shall investigate the charges and reach a majority opinion regarding the existance of misconduct.
If in the judgment of the Investigation Committee there does not exist conduct in violation of the Code of Ethics, Standards of Practice, or Bylaws, they shall report same to the Ethics Chair. The Ethics Chair shall inform the Vice President and shall send written notice of dismissal to the submitter and the accused.
If in the judgment of the Investigation Committee there does exist probable cause necessitating a hearing, they shall report same to the Ethics Chair. The Ethics Chair shall then prepare and file with the Vice President a formal complaint against the accused member. Such complaint shall set forth in writing the misconduct complained of and the specific provisions of the Code of Ethics, Standards of Practice, or Bylaws alleged to have been violated by such misconduct.
Section 2. Notice of Hearing.
As soon as possible after the receipt of formal charges, the Vice President shall fix the date and place for the hearing. The Ethics Chair shall give notice in writing to the submitter and the accused member not less than 30 days before said date, accompanied by a copy of Articles XIV, XV and XVI of the OCAPL bylaws.
Section 3. Hearing.
On the date fixed for the hearing, the attendance of all 3 members of the Ethics Committee or designated alternates shall be required for the conduct of the hearing as provided for in this section. The Vice President or a designated officer of OCAPL shall be required to preside over the hearing but shall not participate in voting.
The accused member may appear with legal counsel before the Ethics Committee, hear any witnesses called in support of the charge and have the option to cross--examine the same, present witnesses of his own, or submit oral or written statements in his own behalf. The Investigation Committee may likewise appear with legal counsel, present witnesses, and have the right of cross--examination.
The accused member may, by written notice submitted to the OCAPL office to the attention of the Ethics Chair, postmarked not less than 10 days prior to the date of the hearing, waive personal appearance and request the Ethics Committee to adjudge the matter on the basis of a written statement of defense accompanying such letter. Failure of the accused member to appear or submit a waiver letter and a written defense shall not prevent the Ethics Committee from rendering judgment on the basis of the evidence available to it on the hearing date.
Minutes of the hearing shall be taken by the presiding designated officer and shall include, at a minimum, verbatim recitation of the charges, motions, voting results and exhibits offered by either party. These minutes shall be the official record of the hearing.
Section 4. Decision of the Committee.
After the conclusion of the hearing or study of the written defense submitted in lieu thereof, the Ethics Committee shall consider and vote to sustain or dismiss the charges. By a 2/3 vote the Ethics Committee shall decide which of the following actions shall be taken: (a) dismissal of complaint; (b) censure; (c) suspension for a stated period of time; (d) allowed to resign; (e) expulsion.
If dismissal of the complaint or censure is the decision, the Ethics Chair shall provide notice of same to the submitter and the accused. All other participants in the proceedings, and the Executive Committee, shall be advised of the decision.
If the decision of the Ethics Committee is suspension, allowance of resignation, or expulsion, the Ethics Chair shall provide notice of same to the submitter and the accused. All other participants in the proceedings, and the Executive Committee, shall be advised of the decision. If no appeal has been filed within 30 days after notice of such decision, the Ethics Chair shall thereafter notify the membership of such decision in the authorized OCAPL newsletter.
Section 5. Appeal Procedure.
The accused member shall have the right to file an appeal request with the Executive Committee of OCAPL within 30 days after notification of the decision made by the Ethics Committee. Such appeal shall be submitted to the OCAPL office addressed to the attention of the Vice President. After receipt of the request for appeal, the Vice President shall fix the date and place for a hearing and shall give the appellant written notice not less than 30 days before said date.
On the date fixed for the hearing, the attendance of at least 7 members of the Executive Committee shall constitute a quorum for the conduct of the hearing. Proceedings of the hearing shall be at the direction of the Executive Committee. No new evidence shall be received at the appeal hearing; rather, the hearing shall only address the merits of the prior decision of the Ethics Committee.
The appellant may appear with legal counsel. The Ethics Committee may likewise appear with legal counsel. The appellant may, by written notice submitted to the OCAPL office to the attention of the Vice President, postmarked not less than 10 days prior to the date of the hearing, waive personal appearance and request the Executive Committee to adjudge the matter on the basis of a written argument on the merits of the prior decision of the Ethics Committee. Failure of the accused member to appear or submit a waiver letter and a written argument shall not prevent the Executive Committee from rendering judgment.
The decision by 2/3 of those present shall render a judgment to sustain the decision of the Ethics Committee or render a different judgment. The decision of the Executive Committee shall be final. Each member, by becoming a member or renewing an existing membership, agrees not to seek review of a final decision by the Executive Committee in any court of law. A final decision by the Executive Committee for suspension, allowance of resignation, or expulsion shall be followed by the Ethics Chair giving notice to the membership of such decision in the authorized OCAPL newsletter.
Section 6. Period of Suspension.
The period of suspension shall begin upon the date established in the decision to suspend and shall run for the time specified. At the termination of the suspension period, the individual shall be reinstated under the following conditions: (1) sponsorship by three (3) Active Members of OCAPL attesting to the suspended individual's adherence to the Code of Ethics, Standards of Practice and Bylaws during the suspension and (2) upon payment of current dues, which shall be prorated for the balance of the year.
Section 7. Resignation.
Acceptance by the Executive Committee of the accused member's written resignation, submitted to the OCAPL office to the attention of the Vice President, at any stage in the foregoing prescribed procedure, shall automatically terminate the proceedings.
Section 8. Expulsion.
The person who is expelled from the OCAPL under these proceedings shall thenceforth be ineligible for reinstatement to membership except as stated in Section 9 below.
Section 9. Reapplication for Membership.
A member who has resigned under Section 7 above or was expelled under Section 8 above shall be eligible to apply for reinstatement to membership 3 years following the date of resignation or expulsion. Reinstatement shall require sponsorship by 3 Active Members of OCAPL attesting to the applicant's adherence to the Code of Ethics, Standards of Practice and Bylaws during the period of resignation or expulsion and approval by a 2/3 majority of the Executive Committee after review and recommendation by the Ethics Committee.
Section 10. Notice
Any notice required to be given or document required to be served shall be sent by certified mail or commercial carrier (receipt verified) addressed to such member's latest address on file with OCAPL. Notice shall be deemed given when deposited in the USPS or with a commercial carrier.