Oil & Gas Law Institute Reception - South Texas College of Law
September 30, 2014
By-Laws of the Houston Association of Professional Landmen
(As revised effective September 19, 2013)
The name of the organization shall be “Houston Association of Professional Landmen”, which may be hereinafter referred to as “HAPL”.
The situs of HAPL’s headquarters shall be in the City of Houston, County of Harris, State of Texas.
The purposes of HAPL shall be:
(1) To further the education, knowledge and interest of professional Landmen in current problems that confront the oil and gas industry in its expanded exploration for and the production of energy derived from hydrocarbons, coal, oil and gas shale, uranium, tar sands, nuclear and hydrodynamic sources and the development of sulphur and other natural resources through hard rock mining or otherwise.
(2) To promote more effective public relations on industrial, community and governmental levels and when deemed advisable the Executive Committee to express HAPL’s position with regard to matters affecting professional Landmen, the oil and gas industry and public affairs affecting the oil and gas industry.
(3) To provide social opportunities through which members can meet each other and discuss matters of mutual interest.
(4)To advance the interests of HAPL and its membership by affiliating with or otherwise supporting other local, national and international energy industry associations as a more effective advocate collectively for the Landman profession and the energy industry.
CODE OF ETHICS
HAPL’s Code of Ethics shall be the basis of conduct, business principles and ideals for its members, and it shall be understood that conduct of any HAPL member 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 XII of these By-Laws. HAPL’s Code of Ethics includes the Standards of Practice and Preamble inserted at the end of Article XII below.
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 Standards of Practice. Such is the objective of HAPL 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 good will between the industry and the public and among industry parties. The Landman, 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.
(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 directly 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, the Landman shall act in good faith in dealings with industry associates. The Landman 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.
Membership in HAPL shall be open to all Landmen and other professionals who are directly, primarily and regularly engaged in performing professional services in the oil, gas and mineral industries.
A “Landman” (regardless of title) is defined as a professional person regularly and primarily responsible for the negotiation, acquisition, divestment and management of interest in oil, gas and/or any other mineral estates in land. As to membership and otherwise, any references in these By-Laws to a Landman or other individual in any capacity shall include both male and female genders.
Eligibility for membership, approval of classification and the acceptance of any applicant therefor shall be determined by a Screening Committee appointed by the President, such committee to include the President. The applicant for membership or renewal of membership in HAPL must execute such documentation as HAPL may require affirming the applicant’s willingness to be bound by and abide within the HAPL By-Laws including Code of Ethics and whether such applicant has ever been convicted of a criminal offense classified as a felony. Any applicant who has ever been convicted of a criminal offense classified as a felony shall be admitted or renewed as a member only upon the recommendation of the Ethics Committee and Executive Committee, and by a three-fourths (3/4) vote of those Officers and Directors present and voting at a regularly scheduled Board of Directors meeting. The applicant shall be classified either as an “exempt” employee by the applicant’s employer in accordance with regulations of the National Labor Relations Board or as an independent contractor. In the absence of an actual classification, an applicant for Active Member status shall be clearly classifiable as either an “exempt” employee or as an independent contractor.
Any change in a membership classification shall be effective at the beginning of the next calendar year following the calendar year during which such change occurs.
A. New membership in HAPL shall consist of the following classifications:
(1) Active Membership
(a) Active membership in HAPL shall be available solely to Landmen. This includes professionals classified by their employer as Landmen and those engaged in rendering professional services as Landmen on an independent contractor basis. It would include those dealing with oil and gas, coal or other minerals. It does not include attorneys who predominantly practice law and provide legal services as opposed to Landman services, nor does it include those professionals who are directly, primarily and regularly engaged in performing services or activities in the oil, gas and mineral industries other than Landman services. Except as otherwise provided herein, only Active members may hold office, chair committees, vote in HAPL affairs or sponsor membership applications.
(b) An Active member shall have a minimum of three (3) years of active experience as a Landman and the recommendation of at least two (2) Active members who know the applicant, provided that CPLs and RPLs in good standing with the AAPL are not required to obtain said recommendations.
(c) Eligibility for Active membership shall not subsequently be affected by a change in location, classification of employment, professional classification, departmental or managerial assignment.
(2) Associate Membership
(a) Associate membership in HAPL shall be available to (i) those persons otherwise qualifying as an Active member with less than three (3) years active experience as a Landman, (ii) attorneys who predominantly practice law and provide legal services in the energy industry as opposed to Landman services, and (iii) those other professionals directly, primarily and regularly engaged in performing services in the oil, gas and mineral industries, other than Landman services.
(b) An Associate member must also have the recommendation of at least two (2) Active members who know the applicant.
(c) Upon meeting the criteria for qualification of Active membership, an Associate member may re-apply as a new Active member in accordance with Article V, Section 1(a) above.
(3) Honorary Life Membership*
An Honorary Life membership shall be extended to all past Presidents of HAPL and shall be conferred on any other person closely associated with the energy industry whom the Executive Committee might recommend. Such recipient of the Honorary Life membership shall not be required to pay annual dues nor (except as to past Presidents) shall such recipient be eligible to vote or hold office, but otherwise shall be entitled to the same privileges as an Active member.
(4) Life Membership*
Upon request, a Life membership shall be extended to any Active member of HAPL upon reaching sixty-five (65) years of age who retires from his status as being directly, primarily and regularly engaged as a Landman, provided he has been an active member of HAPL for a minimum period of five (5) years preceding his retirement. Such recipient of the Life membership shall not be required to pay annual dues but otherwise shall be entitled to the same privileges as an Active member.
* A member qualifying for the Honorary Life or Life membership under these categories shall, in the event said member elects to receive HAPL publications (other than via electronic mail), be assessed an appropriate amount, as may be determined from time to time by the Executive Committee, if such expenses are considered to be a significant burden given HAPL’s financial status, but in no event more than an amount estimated to cover the cost of printing and mailing.
(5) Student Membership
(a) Student membership in HAPL shall be available to those students who are currently enrolled in a degree program at an AAPL-recognized college or university.
(b) Student membership shall be renewable annually upon confirmation of current enrollment status by the program director of the college or university attended. Eligibility shall terminate upon graduation or termination of enrollment.
(c) Nothing in this paragraph shall deny any student from qualifying for any other type of membership provided for under Article V.
B. Termination of Membership
Any Active or Associate member who ceases to be actively engaged in the energy industry, as defined in Article V, shall be subject to termination as a member of HAPL. It shall be the responsibility of the Screening Committee to give written notice by Certified Mail to said party’s address last known to HAPL that said party’s membership is being terminated and such party shall have thirty (30) days from the date said letter is mailed within which to satisfy the Committee that said party is still actively engaged in the energy industry. Unless reinstated by the Screening Committee, said membership will automatically terminate thirty (30) days from the date of written notice or at the expiration of the current Fiscal Year if dues have been paid, whichever is the later date.
C. Misconduct of Members
Any questions of alleged misconduct of a member that may result in disciplinary action against the member should be referred to the Ethics Committee as prescribed in Article XII(1). Such alleged violation shall include but not be limited to:
(a) Violation of any provisions of HAPL’s By-Laws, Code of Ethics, or any rule, regulation or order adopted pursuant thereto;
(b) Aiding or abetting any unauthorized use of the title “Certified Professional Landman” (CPL), “Certified Professional Landman/Environmental Site Assessor” (CPL/ESA), “Registered Professional Landman” (RPL), “Registered Landman” (RL), “P.Land” (Canada) or any other certification by HAPL or AAPL or other professional association or misrepresentation of membership therein, or misrepresentation of professional or academic degrees or certifications;
(c) Any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as a Landman.
The meetings of HAPLHAPL shall be Regular or Special, as follows:
(1) Regular meetings shall be held at such day, time and place as may be designated by the Executive Committee, provided, however, a minimum of nine (9) Regular meetings shall be held during each Service Year. Administration of the affairs of HAPL may be conducted at any Regular or Special meeting duly convened by the Executive Committee. A Service Year of HAPL shall be for twelve (12) months beginning July 1st.
(2) Special meetings may be held at any time the affairs of HAPL necessitate such a meeting to be held, notice thereof to be given by the President, provided that such notice may be by mail or by telephone.
OFFICERS AND DUTIES
(1) The Officers of HAPL shall be:
(b) First Vice President
(c) Second Vice President
(d) Third Vice President
(g) Assistant Treasurer
(2) The duties of the President of HAPL shall be:
(a) To preside at all Regular and Special meetings, except that he may from time to time delegate a member of the Executive Committee to preside at such meetings.
(b) To appoint all committees, except the Executive Committee.
(c) To serve as Chairman of the Executive Committee, and Ex-Officio member of all other committees.
(3) The duties of the First Vice President of HAPL shall be:
(a) To succeed, during the absence of the President, to all the President’s powers and duties.
(b) To serve as a member of the Executive Committee.
(c) To perform such additional duties as the President may direct.
(4) The duties of the Second Vice President of HAPL shall be:
(a) To be responsible for providing programs for all Regular meetings and to recommend to the President the appointment of special entertainment committees.
(b) To serve as a member of the Executive Committee.
(c) To succeed, during the absence of the President and First Vice President, to all powers and duties of the President.
(d) To perform such additional duties as the President may direct.
(5) The duties of the Third Vice President of HAPL shall be:
(a) To be responsible for HAPL’s publicity.
(b) To serve as a member of the Executive Committee.
(c) To succeed, during the absence of the President, First and Second Vice Presidents, to all powers and duties of the President.
(d) To perform such additional duties as the President may direct.
(6) The duties of the Secretary of HAPL shall be:
(a) To be responsible for recording the minutes of the Regular and Special meetings and all Executive Committee meetings.
(b) To be responsible for maintaining the membership rolls and keeping the lines of communication open between the Executive Committee and the membership at large.
(c) To serve as a member of the Executive Committee.
(d) To update and maintain a historical record of HAPL.
(e) To be responsible for revisions and issuance of the HAPL Directory in medium and format directed by the Executive Committee.
(f) To perform such additional duties as the President may direct.
(7) The duties of the Treasurer of HAPL shall be:
(a) To collect all dues and assessments from all members of HAPL and maintain accurate records thereof.
(b) To pay expenses of HAPL, when such payment shall have been first duly authorized by the Executive Committee.
(c) To submit the financial records for annual audit as provided by the Executive Committee.
(d) To serve as a member of the Executive Committee.
(e) To perform such additional duties as the President may direct.
(8) The duties of the Assistant Treasurer of HAPL shall be:
(a) To assist the Treasurer in his duties set out in (7) (a-c) above.
(b) To serve as a member of the Executive Committee.
(c) To accede to the position of Treasurer if a vacancy occurs.
(d) To perform such additional duties as the President may direct.
In addition to the Officers of HAPL as set out under Article VII above, HAPL shall elect ten (10) Directors, whose duties shall be to serve on the Executive Committee as hereinafter set out, and shall select its Regional AAPL Director, all as provided in Article IX below.
ELECTION OF OFFICERS AND DIRECTORS
(1) The election of Officers and Directors for the next Service Year shall be held at a Regular meeting in April each year, unless otherwise provided for by the Executive Committee.
(2) The Officers and Directors shall be elected by a majority of the Active members present and voting at such meeting. Written notice of such meeting shall be issued to all members at least ten (10) days prior to the meeting as provided under Section 6 of Article IX,
(3) The terms of office for the Officers of HAPL shall be for a period of twelve (12) calendar months and the terms for the Directors of HAPL shall be for a period of twenty-four (24) calendar months beginning on the first day of July. Beginning in July of 1989, five (5) Directors shall be elected for one (1) year terms and five (5) Directors shall be elected for two (2) year terms. No Officer or Director shall be relieved of the duties of his office until a successor has been duly elected; and provided further, that the retiring President shall designate a Regular meeting in May following the election of Officers to install the newly elected Officers or Directors whose terms shall begin effective the first day of July following such installation.
(4) When a vacancy shall occur upon the ineligibility, resignation or because of the permanent absence of any Officer or Director, the Executive Committee shall, as soon as practical, cause a Special meeting to be held for the purpose of holding an election to fill such vacancy, unless the Executive Committee determines that such election can instead be held at a Regular meeting. Notice of such meeting (either Special or Regular meeting) shall be issued to all members at least ten (10) days prior to the meeting as provided under Section 6 of Article IX.
(5) At least thirty (30) days prior to a Regular meeting for election of Officers and Directors, the President shall appoint a Nominating Committee of not fewer than three (3) and not more than ten (10) Active members of HAPL whose duty it shall be to report back a slate (one candidate for each office) of Officers and Directors to HAPL for consideration at the forthcoming election; provided, however, that if the meeting is called for a special election to fill a vacancy the appointment of the Nominating Committee will be made not less than five (5) days preceding the mailing of notices as provided under Section 6 below.
(6) At least ten (10) days prior to a meeting called for election of Officers and Directors, the Secretary shall cause a notice to be sent to all active members of HAPL setting forth the date, time and place of the election of Officers and Directors and the slate proposed by the Nominating Committee. At the election meeting additional nominations may be made from the floor.
(7) Every other Service Year on a date prior to commencement of the two-year term of office for its Regional AAPL Director under the AAPL By-Laws, however in no event later than fifteen (15) days prior to the next AAPL Annual Meeting, HAPL shall select such Director by appointment of the President and confirmation shall be by majority vote of the Executive Committee. In the event such position should become vacant for any reason during any such two-year term, the same appointment and confirmation process shall be used to fill the position.
(1) The Executive Committee of HAPL shall consist of all the duly elected Officers, the ten (10) elected Directors and the immediate past President.
(2) Ten (10) members of the Executive Committee shall constitute a quorum for the transaction of all business coming before it.
(3) The duties of the Executive Committee shall be as follows:
(a) To administer the affairs of HAPL.
(b) To pass upon the eligibility and acceptance of applicants for membership. This duty may be accomplished through the Screening Committee as provided by Article V, however the Executive Committee shall make the final decision in case of controversy between applicant and Screening Committee.
(c) To have general supervision of the finances of HAPL and approval of expenditures and to provide for an annual audit by the Audit Committee as provided by Article XIV.
(4) The Executive Committee shall have at least one (1) Regular meeting every calendar quarter year to be called by the President and shall meet at such other times as may be deemed necessary by the President to properly conduct their duties, or upon petition by three (3) members of the Executive Committee.
(5) By a three-fourths (3/4) majority vote of the entire Executive Committee, the membership of any member of HAPL may be suspended or terminated for misconduct, delinquency in the payment of assessments, or failure to maintain eligibility requirements.
DUES AND ASSESSMENTS
(1) The annual dues assessed on Active and Associate members shall be sixty dollars ($60.00), payable on or before the first day of the beginning of the calendar year and the membership of a delinquent member shall automatically terminate at midnight on the 60th day from the beginning of the calendar year. A terminated member who wishes to again become a member of HAPL must make a new application for membership, paying dues for the entire calendar year. Such annual dues may be suspended or reduced by the Executive Committee upon determination by said Committee that such payment is not necessary for the proper financing of HAPL for the calendar year in which said dues are payable; provided, that annual dues for Student membership shall be ten dollars ($10.00). In addition to dues amounts provided for herein, HAPL may impose any applicable credit card or other payment processing fee in the event a member chooses to make payment by a method requiring such fee by a third party.
(2) Any applicant admitted for membership during the first six (6) months of any calendar year shall pay the full amount of dues assessed against all other Active and Associate members for such year; any applicant accepted for membership between July 1st and September 30th shall pay one-half (1/2) of such dues; any member accepted on and after October 1st shall be excused from paying any dues during the current year in which such applicant is accepted, but shall, as a condition of acceptance, pay the full amount of dues assessed for the next ensuing calendar year.
(3) The Fiscal Year of HAPL shall begin July 1st, to coincide with HAPL’s Service Year, notwithstanding the membership dues being payable on a calendar year basis as above provided.
(4) Special assessments 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 HAPL present and voting at any Regular or Special meeting, provided that written notice of such meeting and proposed special assessment shall have been communicated to all Active members at least ten (10) days prior to such meeting.
(5) Dues or special assessments shall not be refundable to a member for any reason.
The Ethics Committee shall be responsible for upholding the ethical standards of HAPL by making recommendations to the Executive Committee for appropriate action where a complaint of ethical misconduct is made against an HAPL member. This committee shall also be responsible for making recommendations to the Executive Committee for disciplinary action in the event that the committee finds that ethical misconduct by a member has occurred under the following procedures. The Ethics Committee shall consist of the Chairman and five members (all to remain anonymous, except for the Chairman, to all but HAPL’s Executive Committee), all appointed by the current President with the concurrence of the current AAPL Director representing HAPL. Initially, there will be two (2) members for one Service Year terms, two (2) members for two (2) Service Year terms, and two (2) members for three (3) Service Year terms. Thereafter, succeeding Presidents, with the concurrence of the then current AAPL Director representing HAPL, shall appoint two (2) members for three (3) Service Year terms to replace the two (2) members whose terms expire. The President shall designate the Chairman each Service Year and may designate alternate members for a hearing, who may serve in the place of absent Ethics Committee members for the purpose of conducting hearings as provided herein.
As a private professional association, HAPL reserves the right to determine its qualifications for membership and appropriate sanctions against its members, including but not limited to expulsion from membership, in accordance with the provisions of these By-Laws (which inter alia prohibit discrimination due to “race, creed, sex or country of national origin” as stated in Section 5 of the Preamble/Standards of Practice, in Article XII below). Such sanctions by HAPL as to any particular ethical misconduct enforcement matter may or may not be consistent with any judgment, decision or sanctions by public authorities responsible for enforcement of civil or criminal laws or regulations, as to the same or similar matters brought before HAPL regarding its members.
Written allegations of misconduct in violation of HAPL’s Code of Ethics, By-Laws or other rules, regulations or orders adopted pursuant thereto shall first be submitted to the President of HAPL. Such allegations should be accompanied by a full statement of the evidence in support thereof. The President shall refer such allegations of misconduct to the Chairman of the Ethics Committee to examine the allegations. If the President is alleged by the complaining party to be involved in the misconduct that is the basis for the Ethics complaint, or is alleged by the complaining party to be affiliated or related to the HAPL member(s) whose conduct is the subject of the complaint so as to represent a potential conflict in interest, such complaint may instead be submitted to the First Vice President (or the highest ranking Officer in the list of offices set out in Article VII above who is not so involved or conflicted), who shall then refer the matter to the Ethics Committee under the process otherwise provided for herein and report the particulars also to the Executive Committee. In the event that the Chairman or any other member of the Ethics Committee is alleged at any point to be so involved or conflicted, such member(s) of the Ethics Committee shall be recused from consideration of such complaint. If in the judgment of said Ethics Committee there exists probable cause necessitating a hearing, it shall prepare and file with the Executive Committee a formal complaint against the accused member. Such complaint shall set forth in writing the misconduct complained of and the specific provisions of HAPL’s Code of Ethics, By-Laws or rules, regulations or orders adopted pursuant thereto alleged to have been violated by such misconduct. The President shall be kept informed of the progress of all investigations and subsequent actions, or other Officer handling the complaint if the President is recused in a particular ethical misconduct matter as provided for above.
(2) Notice of Hearing
As soon as possible after the receipt of formal charges, the Ethics Committee shall fix the date and place for hearing and shall give to the accused member notice in writing mailed to him by registered mail at his last known post office address not less than thirty (30) days before said date, accompanied by a copy of the formal charges and a copy of this Article.
On the date fixed for the hearing, the attendance of at least two-thirds (2/3) of the members of the Ethics Committee shall constitute a quorum for the conduct of the hearing provided for in this section. The accused member may appear with legal counsel before the Ethics Committee, have the right to confront the accuser(s), hear any witnesses called in support of the charges and have the option to cross-examine same, present witnesses of his own or submit oral or written statements in his own behalf. The Ethics Committee may likewise appear with legal counsel, present witnesses and have the right of cross-examination. The accused member may, by registered letter addressed to the Chairman of the Ethics Committee, postmarked not less than ten (10) days prior to the date of the hearing, waive personal appearance and request that the Ethics Committee 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. A written record shall be made a part of the hearing.
(4) Recommendation by the Ethics Committee for Executive Committee Decision
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 two-thirds (2/3) vote of those present the Ethics Committee shall decide which of the following actions shall be recommended to the Executive Committee for a decision on the matter: (a) dismissal of complaint; (b) censure; (c) suspension for a stated period of time; (d) allowed to resign; (e) expulsion. The Chairman shall promptly notify the accused member and the Executive Committee in writing as to the recommendation of the Ethics Committee to the Executive Committee, then the Executive Committee shall make the final decision and promptly notify the Ethics Committee and the accused member of same.
(5) Appeal Procedure
The accused member shall have the right to file an appeal request with the Executive Committee of HAPL within a period of thirty (30) days after receiving notice of the sanction imposed. Within thirty (30) days after receipt of such notice of request for appeal, the Executive Committee shall fix the date and place for a hearing and shall give the appellant written notice by registered mail at the appellant’s last known post office address not less than thirty (30) days before said date. On the date fixed for the hearing the attendance of at least two-thirds (2/3) of the 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. The decision by two-thirds (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.
(6) Period of Suspension
If the accused member is suspended from membership for a period of time rather than expelled indefinitely, 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) A signed statement shall be furnished to HAPL that during the period of suspension the individual has fully complied with HAPL’s Code of Ethics, By-Laws and rules, regulations and orders adopted pursuant thereto as though the individual had been a member thereof and (2) upon payment of current dues, which shall be prorated for the balance of the Service Year.
Upon acceptance by the Executive Committee of the resignation of the accused member from HAPL at any stage in the foregoing prescribed procedure, the proceedings shall be terminated automatically, however appropriate written notice to the HAPL membership shall be given under the provisions of Section 11 below.
The person who is expelled from HAPL membership under these proceedings shall thenceforth be ineligible for reinstatement to membership except as stated in Section 9.
(9) Reapplication for Membership
An individual who has resigned under Section 7 or was expelled under Section 8 above shall be eligible to apply for reinstatement to membership no sooner than three (3) years following the date of resignation or expulsion. Reinstatement shall require the same statement provided for a suspended membership under Section 6 above, and approval by the three-fourths (3/4) vote of the Executive Committee after review and recommendation by the Membership and Ethics Committees.
(10) Coordination of HAPL Ethics Enforcement with AAPL
In the event that any applicant for membership in HAPL or any existing member of HAPL shall have been identified in an AAPL notice as having been removed from AAPL’s membership roll due to an ethical misconduct investigation (including but not limited to such member’s resignation while under such investigation), then upon recommendation by HAPL’s Ethics Committee the Executive Committee is authorized in its sole discretion to reject such membership application or to expel such existing member (as the case may be), or instead to refer the matter to the Ethics Committee to follow the usual procedure for investigating alleged ethical misconduct; provided that such individual may apply or reapply (as the case may be) for membership in HAPL under the procedure set out above in Section 9, in which case the three (3) year period shall begin on the sanction or resignation date with respect to AAPL membership; and provided further, that application or reapplication (as the case may be) for membership in HAPL shall not be considered by HAPL until such individual is again eligible for membership in AAPL, whether a longer or shorter time than such three (3) year period.
(11) Notice to HAPL Membership of Ethics Sanctions
Upon the sanction imposed by the Executive Committee becoming final (following appeal, if applicable), or upon resignation of the accused member under Section 7 above, the President (or other Officer handling the complaint as provided for above) shall promptly give written notice to the membership of the member being sanctioned, the sanction imposed, and a brief summary of the categorical nature of the complaint that was the basis for sanction (e.g., misrepresentation of CPL certification, or conflict in interest with employer in leasing play, or conviction of a felony).
STANDARDS OF PRACTICE
HOUSTON ASSOCIATION OF PROFESSIONAL LANDMEN
The By-Laws for the Houston Association of Professional Landmen (HAPL) provide that a Code of Ethics has been established “to inspire and maintain a high standard of professional conduct” for the members of HAPL. This Code of Ethics is the basis of conduct, business principles and ideals for HAPL members. This standard of professional conduct and these guiding principles and ideals mandated by the Code of Ethics within HAPL’s By-Laws are summarized as follows:
A. Fair and honest dealing with landowners, industry associates and the general public so as to preserve the integrity of the profession (Article IV, Section 1);
B. Adherence to a high standard of conduct in fulfilling his fiduciary duties to a principal (Article IV, Section 2);
C. Avoiding business activity which may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information (Article IV, Section 2);
D. Performance of professional services in a competent manner (Article IV, Section 2);
E. Adherence to any provisions of the By-Laws, Code of Ethics, or any rule, regulation, or order adopted pursuant thereto (Article V, Section C);
F. Avoiding the aiding or abetting of any unauthorized use of the title “Certified Professional Landman” (CPL), “Certified Professional Landman/Environmental Site Assessor” (CPL/ESA), “Registered Professional Landman” (RPL), “Registered Landman” (RL), “P.Land” (Canada) or any other certification by HAPL or AAPL or other professional association or misrepresentation of membership therein, or misrepresentation of professional or academic degrees or certifications (Article V, Section C); and
G. Avoiding any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as a Landman (Article V, Section C). *The masculine gender used herein shall refer to both men and women landmen. (*References are to the applicable Article and Section of the HAPL By-Laws.)
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, business principles and ideals for the members of the Houston Association of Professional Landmen (HAPL).
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 HAPL 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 his calling and shares with his fellow landmen a 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, HAPL 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 his area of represented expertise, in order to be in a position to advise his employer or client properly (D, E).* (*References are to the foregoing summary of the standards of professional conduct and guiding principles and ideals mandated by the Code of Ethics and HAPL By-Laws.)
(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, mining or environmental 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 (A, B).
(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 (B, C).
(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 (A, G).
(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 (D).
(7) The Landman 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 (C).
(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 without the consent of said 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 Landman shall reveal the facts of his ownership or interest to the potential buyer (C).
(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 conduct of another member, he shall place all pertinent facts before the proper authority of HAPL (E).
(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 (B).
(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 (B).
(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 (C).
(13) The Landman shall at all times present an accurate representation in his advertising and disclosures to the public (A).
(14) The Landman shall not aid or abet the unauthorized use of the title “Certified Professional Landman” (CPL), “Certified Professional Landman/Environmental Site Assessor” (CPL/ESA), “Registered Professional Landman” (RPL), “Registered Landman” (RL), “P.Land” (Canada) or any other certification by HAPL or AAPL or other professional association or misrepresentation of membership therein, or misrepresentation of professional or academic degrees or certifications.
(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.
Roberts’ Rules of Order (Revised) shall control at the Regular and Special meetings of HAPL, unless suspended by the President, or presiding officer with approval of the majority of the members present.
(1) The Executive Committee shall direct the Audit Committee to audit the financial records of HAPL at the end of each Fiscal Year, such audit to be completed by September 30th of the current Service Year that coincides with HAPL’s Fiscal Year.
(2) The Audit Committee shall consist of the newly elected Treasurer and two (2) members. The two (2) members shall be elected by a vote of the majority of the five (5) newly elected Directors no later than July 15th of the current Service Year.
Except as provided in Article XII (Ethics Committee), all notices and other communication contained in these By-Laws may be made by courier, mail or electronic communication commonly used by HAPL to communicate with the membership or distribute periodic announcements (i.e., email or facsimile).
INDUSTRY AND OTHER AFFILIATIONS
HAPL is a Sec. 501(c)(6) professional association that became active in 1947 in Houston, Texas, as a local Landmen’s professional association, and has been affiliated with the American Association of Professional Landmen (AAPL) since the latter was organized in 1956 as the national (U.S./Canada) Landmen’s professional association, based in Fort Worth, Texas. HAPL’s objective is to maintain such formal affiliation with AAPL, to encourage HAPL members to join and be active members in AAPL, and also to formally affiliate with, or otherwise support on appropriate terms, other Landmen’s associations and other energy industry or other types of associations, provided that any formal affiliation or formal change in such affiliation by HAPL shall require the same approval process by the HAPL membership as is required under these By-Laws for any amendment hereof.
(1) Each person who acts as a Director, Officer or committee member of HAPL shall be indemnified by HAPL against any costs, expenses and liabilities which may be imposed upon or reasonably incurred by such person in connection with any civil or criminal action, suit or proceeding in which such person may be named as a party defendant by reason of any action alleged to have been taken or omitted by such person acting in any such capacity; provided, that in any case the right for indemnification herein provided for shall not extend to any costs, expenses or liabilities imposed upon or incurred by any Director, Officer or committee member of HAPL in relation to matters as to which such person shall be finally adjudged to be liable for negligence or misconduct in the performance of such person’s duties as a Director, Officer or committee member or to any sum paid by such person to HAPL in settlement of any action, suit or proceeding based on such person’s alleged dereliction of duty, unless settlement thereof or a plea of nolo contendere (or other plea of substantially the same import and effect) in the opinion of counsel for HAPL appears to be in the interest of HAPL, or the court in which the suit was brought shall determine upon application, that despite the adjudication, but in view of all the circumstances, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
(2) HAPL may pay in advance any expenses (including attorney’s fees) which may become subject to indemnification, if the Board of Directors has authorized the specific payment and the person receiving the payment undertakes in writing to repay, unless it is ultimately determined that such person is entitled to indemnification by HAPL under this provision.
(3) The indemnification provided by this section shall not be exclusive of any other rights to which such person may be entitled by law, HAPL By-Laws, agreement, vote of Directors or otherwise.
(4) HAPL, as may be authorized by its Board of Directors, may purchase and maintain insurance on behalf of any person who holds or who has held any position as a Director, Officer or committee member of HAPL, against any liability incurred by such person in any such position, or arising out of such person’s status as such, whether or not HAPL would have power to indemnify such person against such liability under the provisions of this section.
AMENDMENT OF BY-LAWS
These By-Laws may be changed or amended only by a vote of three-fourths (3/4) majority of the members of HAPL present and voting at any Regular or Special meeting, provided that written notice of the proposed changes or amendments shall have been communicated to all Active members at least ten (10) days prior to such meeting. The Executive Committee may schedule such proposed amendment(s) for a vote by the membership, and shall schedule such vote at the earliest practical time for any such amendment supported by a petition signed by at least one hundred (100) Active members.