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HAPL Policy Manual

HAPL Policy Manual
Effective November 18, 2014

Contents

1. Purpose of HAPL Policy Manual
  A. Guidance for HAPL Executive Committee and Committee Chairmen
  B. Effect of HAPL Policy Manual on HAPL Membership

2. Policy Manual Subordinate to HAPL By-Laws

3. Adoption of Original Policy Manual and Approval of Revisions
  A. Approval of original manual at Board meeting, November 18, 2014
  B. Approval voting procedure for original manual and revisions

4. HAPL Executive Committee (“ExCom”, or “Board”)

5. Additional HAPL Committees other than the ExCom

6. Solicitation of Sponsorships for HAPL Events

7. HAPL President’s Oversight of All HAPL Affairs, Committees and Contracts

8. HAPL Budget Process

9. HAPL Investment Policy

10. Annual Audit of HAPL Finances

11. HAPL Ethics Enforcement

12. HAPL Indemnification and Insurance

13. HAPL Events and Meetings

14. HAPL Annual Awards

15. Advance Notice to HAPL Membership Required by HAPL By-Laws

16. Oversight of HAPL Newsletter and Website

17. Application Process for AAPL Annual Awards

18. Preparation of HAPL First Vice President for Succeeding Service Year

19. Biennial Review of Necessity of Amending HAPL By-Laws and/or Policy Manual

20. HAPL Employee and Consultant HR Policy

21. HAPL Policy Manual Committee
  A. Committee proposing original Policy Manual
  B. Role of HAPL Past Presidents Council 

HAPL Policy Manual

1. Purpose of HAPL Policy Manual

A. Guidance for HAPL Executive Committee and Committee Chairmen

The HAPL Executive Committee exists to serve the membership of the Houston Association of Professional Landmen (“HAPL”) by prudent exercise of its duties under the HAPL By-Laws. The purpose of this Policy Manual is to guide the HAPL Executive Committee (sometimes informally referred to as the “ExCom” or “Board”) and other HAPL committees in their administration of the affairs of the Association, with further details than are provided in the Association’s formal By-Laws, the current version of which has been adopted effective September 19, 2013, to insure that the Association’s procedures remain consistent over time, from administration to administration, giving due consideration to HAPL’s past history and procedures, unless the current ExCom desires to make any change in procedure, either as a permanent change of policy or an ad hoc exception to established policy. Upon adoption of this Policy Manual, a copy hereof shall be provided promptly to each Officer and Director currently a member of the ExCom and to the current Chairman of each HAPL committee, for their guidance in performing their respective duties. Upon the commencement of each successive Service Year (July 1st) thereafter, a copy hereof shall be presented promptly to each of their successors.

B. Effect of HAPL Policy Manual on HAPL Membership

The HAPL ExCom may revise or terminate the Policy Manual at any time, and from time to time, or waive compliance with the Policy Manual in any matter, in its sole discretion. However, in the interest of transparency, the ExCom shall ensure that the revised Policy Manual is promptly made available to the HAPL membership in the same manner as the HAPL By-Laws (as posted on HAPL’s website at www.hapl.org/by-laws/). Any waiver of compliance with the Policy Manual may be made by the ExCom without the necessity of reporting any or all such waivers to the HAPL membership, given that this Policy Manual is solely a creation of the ExCom for its own guidance (including other HAPL committees for which the ExCom is responsible) and consequently the HAPL membership is not charged with the responsibility of knowing of or complying with its contents.

2. Policy Manual Subordinate to HAPL By-Laws

Nothing in the Policy Manual shall contravene any provision of the HAPL By-Laws. In the event of any apparent conflict, the provisions of HAPL’s formal By-Laws, having been approved by the HAPL membership, shall govern to the extent of such conflict. In the event that the ExCom shall determine that the By-Laws may require amendment for reason of such conflict, or otherwise, the procedure provided for in Article XVIII of the By-Laws for their amendment, requiring approval by the membership at large, shall be followed. In general, the provisions of the HAPL By-Laws speak for themselves, and no attempt in this Policy Manual is made to duplicate any or all such provisions unless there is a perceived need to clarify or amplify such provisions.

3. Adoption of Original Policy Manual and Approval of Revisions

A. Approval of original Policy Manual at HAPL Board meeting, November 18, 2014

The HAPL Policy Manual Committee proposes that the ExCom adopt this Policy Manual at its quarterly Board meeting scheduled for November 18, 2014, or as soon as possible thereafter if there are any delays due to revisions or otherwise.

B. Approval procedure for original Policy Manual and future revisions

Approval of this manual for original adoption and for any future revisions shall be by majority vote of the entire ExCom (i.e., ten (10) votes in favor as to ExCom composition of eighteen (18) members), not merely majority vote of those attending an ExCom meeting that has a valid quorum of ten (10) ExCom members to conduct HAPL business. Such approval may be accomplished by electronic conferencing or polling of ExCom members, in whole or part, who are not necessarily attending in person a particular meeting at the same time.

4. HAPL Executive Committee (“ExCom”, or “Board”)

Under Article X of HAPL’s By-Laws, the ExCom is composed of the seven (7) elected Officers (Article VII) and the ten (10) elected Directors (Article VIII), all elected at a Regular annual meeting of the HAPL membership in April in accordance with Article IX of the By-Laws, plus the Immediate Past President who also serves on the ExCom (Article X) but is not elected, for a total of eighteen (18) serving on the ExCom. Note that HAPL’s Regional Director to AAPL (Region IV), or replacement Regional Director, is not an ExCom member, and is subject to control and direction by the ExCom after being nominated by the President and confirmed by the ExCom under the procedure set out in Article IX(7) of the By-Laws. The quorum for ExCom meetings is set at ten (10) members by Article X(2) of the By-Laws, and any actions that require a formal vote by the ExCom require majority vote for approval, other than a vote to amend this Policy Manual under paragraph 3.B. above that requires majority vote of the entire ExCom and not just majority vote at an ExCom meeting having a quorum. Under Article XIII of the By-Laws, Roberts Rules of Order (Revised) is to be the parliamentary procedure for all regular and special Board meetings, unless suspended by the President or other presiding Officer with approval of the majority of ExCom members present.

5. Additional HAPL Committees other than the ExCom

A. Under Article VII of the HAPL By-Laws, the President (or other Officer acting in his stead) appoints the various HAPL Committee Chairmen and members, except the ExCom (collectively the Officers and Directors who are elected by the membership), and is an ex-officio member of every committee. These committees (other than ExCom) may be special (ad hoc) committees of intended short-term duration less than permanent, or permanent (standing) committees.

B. Committee Chairmen will submit estimated revenue and expenses for each event for which the Committee is responsible, to the ExCom for approval at the first ExCom meeting of the Service Year. Such estimates may be updated prior to the event. Committee Chairmen will report to the ExCom on a regular basis and all contracts binding on the HAPL must be signed by the HAPL President or other Officer acting with the President’s authority under the HAPL By-Laws.

C. All committees planning HAPL-sponsored events are expected to raise sponsorship funding for their events through solicitations of funds donated by industry. Revenue targets as established in the initial budget should cover and hopefully exceed all expenses in order to return to HAPL a net surplus as projected in the initial budget approved by the ExCom. In the event that there is an expected shortfall, Chairmen must immediately notify the President. In order to be transparent in fundraising, all solicitations for funds must include the representation as to HAPL’s use of contributions set out in paragraph 6 below or arrange for a sponsor to earmark its contribution for one or more explicit purposes that HAPL must honor.

D. Changes to historical venue, date or budget for an event generally requires approval by the President or ExCom depending on the impact to the budget or schedule of other HAPL events. Chairmen are encouraged to check schedules of other organizations such as, IPAA, HGS, SPE and other well known industry organizations to make sure that the HAPL event and other industry events attended by Landmen do not conflict (location or timing).

E. Committee Chairmen will coordinate with HAPL Staff for assistance with event announcements in the newsletter, registration, name badges, photography, speaker gifts, etc. HAPL staff will not be responsible for signage or printed materials.

F. Committee Chairmen will prepare a recap of the event for the HAPL newsletter and a financial report to the ExCom. The financial report will be presented at a Regular meeting of the ExCom and will be included in the minutes of the meeting.

G. Expenses incurred in connection with committee meetings may be reimbursed by HAPL as long as the expense was included in the event budget and approved by the ExCom in the budget approval process. Receipts must be presented to the HAPL staff for reimbursement and the costs must be reasonable.

H. Committee Chairs may serve on the same committee more than one term. It is recommended that a Committee Chairman serve 1–2 years in order to provide other members with the opportunity to serve as Chairman. Each Committee Chairman is responsible for the transition of the “lessons learned” in producing the event to the new Chairman that will be helpful in planning the event for next year.

I. Historically, HAPL’s standing committees remaining active from one Service Year to the next Service Year are the following committees:

(1) HAPL Nominating Committee.

Under the procedure set out in Article IX(5) of HAPL’s By-Laws, the HAPL President appoints this committee to nominate a slate of proposed Officers and Directors for vote by the HAPL membership at the Regular meeting in April, or to nominate replacement Officers or Directors in the event of any vacancy.

(2) HAPL Membership Committee

Under the procedure set out in Article VI of HAPL’s By-Laws, the HAPL President appoints a Membership Committee to screen candidates for membership as meeting HAPL’s qualifications, to determine the appropriate category of membership set out therein, and to handle admissions to membership for approved candidates. The committee also must determine whether members attempting to renew continue to meet HAPL qualifications when evidence of disqualification is received, e.g., as to a member’s conviction of a crime classified as a felony.

(3) HAPL Golf Tournament Committee

Organizes an annual golf tournament on an available Monday in the month of November, historically held at various country clubs around the Houston area. This event relies on many volunteers and includes a luncheon after the completion of play. Significant sponsorship funding raised by the committee offsets expenses for the numerous door prizes presented at the event.

(4) Next Generation Landmen (NGL) Social Committee

Provides annual social events during the Spring and Summer as an opportunity for Landmen of all experience levels and backgrounds to network and form relationships with each other in order to keep current on industry changes as well as job opportunities.

(5) HAPL Mentorship Program Committee

Benefits HAPL members by pairing highly experienced Landmen with lesser experienced Landmen in a voluntary Mentor/Mentee arrangement with the aim to develop lasting personal and professional relationships between the Mentor and Mentee. The aim of the program is to bridge the gap between various generations and allow for the continuity and sharing of valuable professional skills, values and knowledge for Landmen of all experience levels.

(6) HAPL Energy Entrepreneurs Social Committee

Holds an annual social for networking among Energy Entrepreneurs, Geologists, Engineers and Landmen in downtown Houston in connection with NAPE in February. Sponsorships provide significant funding.

(7) HAPL South Texas Social Committee

Holds a single annual networking event in March/April (scheduling the event date after the Houston rodeo and around Spring Break if possible) for HAPL members and guests, with a South Texas casual theme, held in recent years at Armadillo Palace in Houston. Attendees are encouraged to wear their jeans and boots. Sponsorships help pay for the event and door prizes; raffle tickets for a pair of handmade boots raise money for the HAPL Scholarship Fund.

(8) HAPL Technical Workshop Committee

Organizes an annual workshop in a central Houston location in April to further the education of Landmen through an agenda of relevant and fundamental topics of interest, to locate and present engaging speakers and authors who are recognized experts in these fields, and to make this workshop available and affordable to Landmen nationwide via the latest technology. Continuing education credits are provided for CPL/RLP/RL. Coordinated with Rockies Social that is held at a nearby location after the workshop.

(9) Rockies Social Committee

Holds an annual networking social event in the month of April, following the HAPL Technical Workshop, usually at the Cadillac Bar in Houston, for those individuals and companies working the Rocky Mountain area. Funding is supported by sponsorships.

(10) HAPL Saturday Seminar Committees, Fall and Spring seminars

Organizes a half-day seminar annually in both the Spring and Fall covering current land/legal issues affecting our industry, usually held at a company location in Houston. Educational credits are provided for CPL/RPL/RL.

(11) HAPL South Louisiana Social Committee

Hosts a single annual social networking event during the month of May for all HAPL members and guests to develop and maintain regionally specific contacts. The venue for this event is usually a “Louisiana/Cajun” themed restaurant in central Houston, supported by sponsorships.

(12) HAPL Awards Banquet Committee

Holds an annual banquet at the end of May to recognize HAPL Officers, Directors, Committee Chairmen and occasionally other HAPL members. A special award is presented to HAPL’s Outstanding Senior Landman (selected by a committee under the procedure set out in attached Exhibit “C”). At this annual event the outgoing HAPL President presents a symbolic gavel to the incoming President, though the formal change in administration (new Service Year) officially becomes effective on July 1st. Mementos recognizing the service of the Officers, Directors, Committee Chairmen and other HAPL members are presented at this event. Special awards may be presented to HAPL members or Committees who have made an outstanding contribution to HAPL during the current and/or past Service Year.

(13) HAPL Salt Water Fishing Tournament Committee

Holds an annual salt water fishing tournament in June for HAPL members and guests fishing in various locations in the West Galveston Bay area, with prizes for various categories of fish caught. Includes a lunch served during weigh-in at conclusion of the tournament.

(14) HAPL Skeet Shoot Committee

Holds an annual skeet shoot and related luncheon annually in August, usually held at the American Shooting Center in west Houston in recent years. Heavily supported by sponsorships, with numerous prizes.

(15) HAPL Permian Social Committee

Organizes this annual event in August to coincide with NAPE South (fka Summer NAPE) to provide a premier networking opportunity for HAPL members and industry professionals. Gives Landmen the opportunity to network with one another regarding one of the hottest plays in the USA.

(16) HAPL Shale Play Seminar/Social Committee

Holds an annual social event in October on the same date and following the related seminar as an informal networking event and educational seminar at nearby locations in Houston, dedicated to individuals and companies working in or interested in the various domestic shale plays. Historically, the social has been held at Jax Grill on Shepherd Dr., following the seminar held at a local company or law firm location. Both the social and seminar are supported by sponsorships. Seminar offers continuing education credits for CPL/RPL/RL.

(17) HAPL Executive Night (fka Management Night) Committee

Holds HAPL’s largest event, with attendance exceeding 600, annually in October, for Landmen and industry executives, at the Hilton Americas in downtown Houston in recent years. At this program HAPL announces its annual awards for Outstanding Landman and Company of the Year (selected by separate committees under guidelines attached as Exhibits “B” and “D”, respectively), with a keynote speaker nationally known in the industry or politics. Supported heavily by sponsorships.

(18) HAPL Offshore Social Committee

Holds an annual social event in Houston in November for individuals and companies working domestic offshore, particularly the Gulf of Mexico. Sometimes tied to a seminar preceding the social at the same location, as an update on current offshore topics of interest, for CPL/RPL/RL educational credits.

(19) HAPL University Liaison Committee

Provides an opportunity for young collegiate interns interested in becoming landmen to network with and become aware of scholarship opportunities from HAPL and its members through direct communication with their respective schools’ programs.

(20) HAPL Tribute to Education Luncheon & Scholarship Committee

A. Organizes the program for HAPL luncheon meeting annually in April at which cash awards from the fund created in 2014 in the name of Stephanie Sullivan Educational Fund are presented to teachers representing certain Houston area school districts for outstanding performance. College scholarships are awarded to children of HAPL members selected on the basis of merit in an application process. Sponsorships are sought to fund this program.

B. This Fund was established to honor Stephanie Sullivan for her tireless efforts in supporting and raising money to create scholarships and further education not only within the greater Houston area but within the industry itself. Stephanie has headed up the luncheon and scholarship committee for many years and singlehandedly raised more money to support the young students and teachers who dedicate their lives to enhancing education in their classroom. Without Stephanie’s dedication to the HAPL Tribute to Education Luncheon & Scholarship Committee the support and funds would not be available to the extent they are today.

(21) HAPL Service Committee

A. Organizes charitable events through the year and fund raising or collection of gifts for the benefit of needy organizations or individuals. Contributions are sought from the HAPL membership.

B. Evaluates operations of charitable organizations prior to granting them HAPL funding. Organizes in-kind/cash donation collection events and provides Landmen with volunteer opportunities to serve needy charitable organizations in the Houston area. HAPL’s available annual budget of cash contributions to qualified 501(c)(3) organizations is determined in the HAPL budget process.

(22) HAPL IT Committee
Maintains HAPL’s website and manages email communications with the membership, including but not limited to email distribution of the HAPL monthly newsletter. Oversight of the website and newsletter is the responsibility of the Third Vice President (see paragraph 16).
(23) HAPL Past Presidents Council
The Council is composed of all past HAPL Presidents who provide counsel and perspective to the HAPL ExCom, upon the ExCom’s request, on matters pertaining to the purpose and function of HAPL according to its By-Laws. (See note below in paragraph 21.B. concerning appropriate role of this Council.)

6. Solicitation of Sponsorships for HAPL Events

In order to be transparent in fundraising, all solicitations by representatives of HAPL for funds must include the representation that all funds received will be used “for the benefit of the event and of the HAPL”. Sponsorship donors that are unwilling to have funds committed to anything other than to expenses of the particular event may specify other purposes for which their funds may be used (for example, wine sponsorship for HAPL Executive Night). HAPL must honor any such earmarking of funds that any sponsor may make as a condition of its cash or other contribution for any HAPL event. Any HAPL representative involved in such earmarking of contributions must take care to report same in writing to the HAPL Executive Administrator and the Chairman of the HAPL committee involved.

7. HAPL President’s Oversight of All HAPL Affairs, Committees and Contracts

A. The HAPL President, or other Officer acting with the President’s authority under the HAPL By-Laws, is responsible for oversight and supervision of the affairs of the Association and, under Article VII(2) of the HAPL By-Laws, appoints the Chairmen and members of all committees and is an ex-officio member of all committees.

B. Contracts or agreements binding HAPL shall be executed by the HAPL President, or other Officer acting with the President’s authority under the HAPL By-Laws, or in absence of the President or Acting President, by another Officer to whom the President or Acting President shall have delegated such authority in writing, copying all members of the ExCom and the HAPL Executive Administrator.

8. HAPL Budget Process

Although the HAPL budget process is not addressed in the HAPL By-Laws, it is the policy of HAPL to continue to maintain a budget to consider the Association’s revenues and expenses in the upcoming Fiscal Year (beginning July 1) as defined in the HAPL By-Laws. The HAPL President shall supervise this process, working with the HAPL Treasurer and Assistant Treasurer.

9. HAPL Investment Policy

At the request of the HAPL ExCom, the Policy Manual Committee has expedited its review and approval of an HAPL Investment Policy to recommend for approval of the ExCom, which has approved the Investment Policy as of June 3, 2014, and effective June 1, 2014, for dealings with HAPL’s Investment Advisor, Morgan Stanley. Morgan Stanley has accepted the HAPL Investment Policy and HAPL as an investment client thereunder. The Investment Policy delegates certain authority to an Investment Committee composed of the principal Officers within the ExCom to make a broad range of investment decisions on behalf of HAPL. A copy of the initial HAPL Investment Policy, together with the paperwork setting up the HAPL investment account with Morgan Stanley in June 2014, is attached hereto as Exhibit “A”.

10. Annual Audits of HAPL Finances

An Audit Committee must be selected annually by July 15 following the procedure set out in Article XIV(2) of HAPL’s By-Laws, composed of the newly elected Treasurer (for the Fiscal Year beginning July 1) and two HAPL members not on the ExCom. Under Articles X(3)(c) and XIV(1) of the By-Laws, the ExCom must direct the Audit Committee to conduct an annual audit HAPL’s financial records. As a matter of policy, the Audit Committee should formally present such annual audit to the ExCom promptly upon its completion. (HAPL should consider amending its By-Laws to formally incorporate this requirement into its By-Laws, as well as this Policy Manual, under the procedure set out in paragraph 19 below, or otherwise as may be determined by the ExCom.)

11. HAPL Ethics Enforcement

A. Article XII of HAPL’s By-Laws sets out the procedure for processing Ethics complaints, beginning with the filing of a formal complaint with the HAPL President (or other Officer under certain situations like conflicts of interest or direct involvement in the subject of such complaint). Under that process, such complaint may only be acted upon by recommendation by the HAPL Ethics Committee to the ExCom, for final decision, publication of same to the HAPL membership, and any appeal to the ExCom from an adverse decision by the Ethics Committee. Under Article XII, the ExCom must be careful to maintain the confidentiality of the identities of the membership of the Ethics Committee, other than the Chairman whose identity is known to the HAPL membership.

B. The ExCom’s attention is directed to a new By-Laws provision (Article XII(10)) in 2013 for coordination of HAPL’s Ethics enforcement with that of AAPL.

C. The ExCom must exercise caution in its formal announcement to the HAPL membership of any Ethics sanctions, to strictly comply with the provisions of Article XII(11) that was also revised in 2013.

12. HAPL Indemnification and Insurance

Reference is made to Article XVII in the HAPL By-Laws that adopted the indemnification provision from the AAPL By-Laws for use by HAPL, effective with the latest revision of the HAPL By-Laws that became effective September 19, 2013. The intention of this provision is to indemnify and defend HAPL Officers, Directors and committee members for legal liability for their actions on behalf of HAPL that fall within the scope of such provision (excluding certain misconduct described therein), so as to afford them the benefits of legal defense and liability insurance that HAPL may choose to maintain. The amount and other terms of such insurance coverage shall be determined by the HAPL ExCom, acting in its sole discretion, and shall be treated by the ExCom as confidential information to the extent allowed by law, with whatever exceptions the ExCom may determine to be appropriate. ExCom’s attention is directed to the provision of such Article that allows it to provide such insurance even if HAPL should not have the power to indemnify any such individual under the provisions of this Article XVII.

13. HAPL Events and Meetings

HAPL holds Regular or Special Meetings in accordance with Article VI of HAPL’s By-Laws. HAPL’s policy as a professional association is to respect the political, moral and religious values of its membership in a manner that promotes such values and high moral standards without becoming an advocate for or against particular political or religious groups within society, in recognition that our HAPL membership may not be homogeneous and may include members of various ethnic, religious and political groups. In the conduct of meetings of our HAPL membership, HAPL’s policy is to display appropriate flags of the United States and of the State of Texas (if available), to recite the Pledge of Allegiance to the United States of America, and to express the belief in God held by the vast majority of our HAPL membership by offering an inclusive, non-sectarian prayer on behalf of HAPL that references “God” or our “Father” as the source of our blessings and our hope for the future. HAPL events other than Regular or Special meetings of the membership may include all or a portion of the above ceremonial elements, as the ExCom may determine to be appropriate.

14. HAPL Annual Awards

Certain annual awards are customarily given by HAPL under the attached guidelines, but HAPL is not required to make any of the following awards in any particular year in absence of compelling case for each such award:

A. HAPL Outstanding Landman Award, announced at the annual HAPL Executive Night in October. (See guidelines attached as Exhibit “B”.)

B. HAPL Outstanding Senior Landman Award, announced at the annual HAPL Awards Night dinner in May. (See guidelines attached as Exhibit “C”.)

C. HAPL Company of the Year Award, announced at the annual HAPL Executive Night in October. (See guidelines attached as Exhibit “D”.)

15. Advance Notice to the HAPL Membership Required by HAPL By-Laws

The ExCom must be careful to provide formal advance notice to the HAPL membership so as to follow those explicit requirements of the Association set out in HAPL’s By-Laws that cannot be waived by the Officers or the ExCom. The various methods of providing advance notice are set out in Article XV of HAPL’s By-Laws and include courier, email, fax or regular mail. At the time of adoption of this Policy Manual, the usual method of providing such notice to the HAPL membership is via email (with a good faith effort to provide notice by other means to members not maintaining an email service). Various articles within the By-Laws must be consulted for the appropriate timing required for such advance notice, e.g., at least ten (10) days advance notice for meetings to elect Officers or Directors or their replacements (Article IX(6)), or to amend HAPL’s By-Laws (Article XVIII).

16. Oversight of HAPL Newsletter and Website

Oversight of both the HAPL Newsletter (currently disseminated via email to the members) and the HAPL Website shall be the responsibility of the Third Vice President, in addition to his or her responsibilities set out in the HAPL By-Laws in Article VII.5., reporting to the HAPL President and ExCom as for all Officers and their respective duties. (This change in responsibility may be considered appropriate for formal amendment of the HAPL By-Laws under the procedure set out in paragraph 19 below, or otherwise as may be determined by the ExCom.)

17. Application Process for AAPL Annual Awards

Preparation of HAPL materials supporting AAPL Annual Awards for HAPL and for Officers, Directors and members of HAPL, and the submittal of same to AAPL for consideration, after solicitation of nominations from HAPL membership, shall be the responsibility of the Third Vice President, in addition to his or her responsibilities set out in the HAPL By-Laws in Article VII.5., reporting to the HAPL President and ExCom as for all Officers and their respective duties. (This change in responsibility may be considered appropriate for formal amendment of the HAPL By-Laws under the procedure set out in paragraph 19 below, or otherwise as may be determined by the ExCom.)

18. Preparation of HAPL First Vice President for Succeeding Service Year

It shall be the responsibility of the HAPL President and First Vice President to work together to plan administration by the incoming President of the following Service Year, including but not limited to advance scheduling and reservations for important events and appointment of committee chairmen well in advance to insure continuity between administrations. (This additional responsibility has been customary; however, this responsibility may be appropriate for inclusion as a formal amendment to the HAPL By-Laws under Officer responsibilities in Article VII, under the procedure set out in paragraph 19 below, or otherwise as may be determined by the ExCom. The ExCom may also determine whether an orientation program for new HAPL Officers and Directors, similar to that for AAPL, is necessary and if so, whether that should be incorporated into this Policy Manual and/or merits formal amendment of the HAPL By-Laws under the procedure set out in paragraph 19 below, or otherwise as may be determined by the ExCom.)

19. Biennial Review of Necessity of Amending HAPL By-Laws and/or Policy Manual

Within ninety (90) days after the beginning of every other Service Year (i.e., even numbers years) beginning with the Service Year commencing July 1, 2016, the HAPL President shall poll the members of the ExCom for recommendations to amend the HAPL By-Laws and/or this Policy Manual in one or more respects. The President shall make a recommendation to the ExCom proposing any such change. Nothing herein shall restrict the authority of the HAPL membership to propose amendments to the By-Laws under the procedure set out therein. Nothing herein shall restrict the right of the ExCom to make appropriate changes to this Policy Manual from time to time under the procedure set out in paragraph 3.B above once this Policy Manual is initially adopted under the procedure set out in paragraph 3.A. above; provided that, a current copy of the Policy Manual as approved by the ExCom shall promptly be posted for access by the HAPL membership in the same manner as the HAPL By-Laws are posted for access by the membership. (The ExCom may also consider whether to amend the By-Laws to make appropriate reference therein as to the creation of this Policy Manual for the guidance of the ExCom and HAPL committees in a manner supplementing but not contravening the provisions of the HAPL By-Laws.)

20. HAPL Employee and Consultant HR Policy

A. It shall be HAPL’s general policy to fairly treat its staff as to hiring, training, advancement, discipline and termination, on terms and conditions approved by the ExCom, regardless as to whether or not HAPL may be regulated by governmental authority as to HR related matters due to having a certain number of employees or staff, or otherwise. Without limiting the authority of the ExCom in this area, the ExCom may set policy as to HAPL office hours, vacation time and various standards of professional conduct, and may establish appropriate employee and consultant performance standards and a periodic review process. Any contracts between HAPL and its employees or consultants shall be subject to the provisions herein of paragraph 7 above as to HAPL contracts in general.

B. The HAPL President shall be the Officer responsible for all HR related issues of any nature, as to any and all HAPL employees and consultants, now that HAPL has in recent years begun expanding beyond a single Executive Administrator as sole employee and maintains an office in which the Executive Administrator and other employees or consultants perform their work for HAPL. The President shall periodically report to the ExCom, in private session to consider personnel issues, the status of any HR related issues within the HAPL staff. The HAPL President, or other Officer acting with the President’s authority under the HAPL By-Laws, shall supervise the HAPL Executive Administrator and other HAPL employees and consultants, and may further delegate supervisory authority to such Executive Administrator as the President may deem appropriate.

C. All personnel matters of discipline as to such HAPL Executive Administrator or any other HAPL employees or consultants, and all personnel grievances from any such individuals, shall be handled by the HAPL President, or other Officer acting with the President’s authority under the HAPL By-Laws, reporting to the ExCom for final resolution of any such matters, following recommendation for decision presented promptly to the ExCom by the HAPL President, or other Officer acting with the President’s authority under the HAPL By-Laws. Accordingly, a copy of this Policy Manual shall be presented to each HAPL employee and consultant upon his/her being hired by HAPL, and an appropriate summary of this paragraph 19 shall be included in any employment or consulting agreements entered into or extended/revised by HAPL after the effective date of this Policy Manual. Upon approval of this Policy Manual by the ExCom, the HAPL President shall present a copy hereof to the Executive Administrator and each other HAPL employee and consultant now on the HAPL Staff.

(This statement of HR policy may be considered appropriate for formal amendment of the HAPL By-Laws under the procedure set out in paragraph 19 above, or otherwise as may be determined by the ExCom.)

21. HAPL Policy Manual Committee

A. Committee proposing original HAPL Policy Manual in 2014:
    Paul Nielsen, Chairman, HAPL Past President, 1992-93
    Mike Brennan, HAPL President, 2014-15 (ex-officio)
    Joel Loshak, HAPL Immediate Past President, 2014-15
    Randy Browne, HAPL Past President, 2007-08
    Carl Campbell, HAPL Past President, 2009-10
    Karen Schnell, HAPL Past President, 2010-11
    Carol Sledge, HAPL Past President, 2003-04

B. Role of HAPL Past Presidents Council

The concept of creating this Policy Manual has come from the Past Presidents Council and the original committee (above) has been selected from members of the Council, other than the current President (Mike Brennan). This project follows the project in 2013 to revise the HAPL By-Laws in a thorough review never previously undertaken, that like this project to create Policy Manual was undertaken by a committee composed entirely of past HAPL Presidents, other than the then current President (Joel Loshak). The Council exists at the pleasure of the HAPL Executive Committee, for recommendations as may be solicited by the HAPL Officers or Executive Committee. Future use of the Council, as to revisions of this Policy Manual or otherwise, shall be at the discretion of the HAPL Officers or Executive Committee.



EXHIBIT “A”
HAPL POLICY MANUAL

HAPL INVESTMENT POLICY
EFFECTIVE JUNE 1, 2014

BACKGROUND

The Houston Association of Professional Landmen (“HAPL”) is a non-profit professional association founded in 1946 for the purpose of promoting the Landman profession, arranging and coordinating educational and social events for members and contributing to social needs of the Houston community. HAPL meets all of the requirements of the Internal Revenue Service for such association under Section 501(c)(6) of the Internal Revenue Code.

PURPOSE

The purpose of this Investment Policy is to provide guidelines and procedures necessary to ensure that the assets of HAPL’s investment portfolio (“Portfolio”) shall be invested in a prudent manner and, when considered in conjunction with expected future contributions and expenditures, to help meet the goals of the association. This Investment Policy shall describe the responsibilities of HAPL’s Executive Committee and Investment Committee regarding such investment policy, and guidelines and performance benchmarks that will be utilized by the Investment Committee in monitoring investment performance on a continuing basis. The Portfolio to be administered hereunder shall be funds duly designated by the Executive Committee for investment, being funds in addition to those required for usual management of current expenditures of the association and maintenance of appropriate liquidity levels within HAPL accounts at financial institutions, as the Executive Committee shall determine.

The Executive Committee has delegated financial oversight of the Portfolio to the Investment Committee, reserving the right of the Executive Committee to formally approve or ratify actions and financial reports of the Investment Committee and to revise this Investment Policy from time to time. Nothing in this document shall be construed to limit the authority of the Executive Committee to control all activities of the Investment Committee, and to make any appropriate revisions to HAPL’s Investment Policy from time to time, whether or not same should be recommended to the Executive Committee by the Investment Committee. Any such change shall promptly be communicated in writing to the Investment Advisor (whether one or more).

At the time this Investment Policy becomes effective, HAPL’s sole Investment Advisor is Morgan Stanley Smith Barney LLC (“Morgan Stanley”), 2200 West Loop South, Suite 100, Houston, TX 77027, Attn: Mr. J. Scott Pappas, First Vice President – Investments.

The Investment Committee shall be composed of HAPL Officers on the Executive Committee holding the office of President, Immediate Past President, First Vice President, Treasurer and Assistant Treasurer (ex officio as to each such Officer). The President shall serve as Chairman of the Investment Committee. Voting as to any action by the Investment Committee shall require three (3) votes of the full committee, except that a decision to change or add an Investment Advisor shall require four (4) votes of the full committee.

In the event of any conflict between this Investment Policy and the formal HAPL By-Laws, the latter shall govern.

This Investment Policy shall become effective June 1, 2014, upon approval by the HAPL Executive Committee.

FIDUCIARY DUTY

The Portfolio shall be managed consistent with sound and prudent fiduciary practices. In seeking to attain the investment objectives, the Investment Committee shall manage and invest the Portfolio in good faith and with prudence in accordance with this Investment Policy for the benefit of HAPL.

OBJECTIVE

The primary objective of the Portfolio is to grow the valued assets over a full market cycle (generally defined as a three to five year period) without undue exposure to risk. To achieve the stated goal, the objective for the Portfolio is a balance of long-term growth of capital and preservation of capital. Short-term volatility will be tolerated insofar as it is consistent with volatility of comparable market indices and historical investment trends.

More particular guidelines for management of the Portfolio are as follows:
1. The annual investment return objective for the Portfolio shall be compared to various applicable indices. For all purposes of the Portfolio, return shall be defined as income plus or minus realized and unrealized gains or losses, as adjusted for deposits and withdrawals.

2. The Investment Committee may direct investment of the Portfolio into various types of investment vehicles or institutions, including, but not limited to, stocks, bonds, mutual funds, ETFs, ETNs, and other liquid securities as approved by the Investment Committee.

3. The Investment Committee shall give due consideration to the advice of the Investment Advisor (whether one or more) and the Executive Committee in determining appropriate investment risk tolerance for the Portfolio, considering anticipated long- and short-term expenditures of the association, revenue sources beyond the Portfolio, debt of the association, membership trends, and general conditions within the energy industry.

4. All funds within the Portfolio must be held in an appropriate account or accounts for the benefit of HAPL at one or more financial institutions that the Investment Committee shall have approved in advance as meeting its standards of financial responsibility. The Investment Advisor (whether one or more) hereunder shall also be approved in advance by the Investment Committee, and may be a financial institution (whether one or more) which holds the Portfolio assets, in whole or part.

ASSET ALLOCATION OBJECTIVES

1. A range of 50% to 85% of the Portfolio shall be invested in equities.
2. A range of 10% to 40% of the Portfolio shall be invested in fixed income securities.
3. Remainder of the Portfolio shall be invested in short-term cash equivalents.

The Investment Committee shall review the Asset Allocation objectives at least once a year, reporting to the Executive Committee the status of the Portfolio account(s) and recommending any changes in Asset Allocation. No change in Asset Allocation that conflicts with the above allocation ranges shall be made by the Investment Committee without advance approval of the Executive Committee. The Investment Committee may also call Special Meetings, as appropriate, to review investment allocation.

ACKNOWLEDGEMENT

These guidelines are approved by HAPL’s Investment Committee and are agreed to by HAPL’s Executive Committee. It is the intention of the Investment Committee to review these guidelines with the Executive Committee at least annually to reaffirm their continuing relevancy or revise them as appropriate. Either the Executive Committee or the Investment Committee may suggest revisions at any time if it is believed to be in the best interest of the Portfolio.

EXHIBIT “B”
HAPL POLICY MANUAL

Guidelines for Outstanding Landman Award
Houston Association of Professional Landmen

 

The purpose of this award is to recognize an HAPL member as an outstanding local Landman for his or her contribution to the advancement of the Landman profession, participation in the HAPL and AAPL, and participation in industry affairs or civic contributions to their community. The recipient should be person of strong moral character and impeccable integrity in the profession. Although consideration should be given to his or her contributions to AAPL affairs, primary consideration for this award should be the contribution to the Houston Association of Professional Landmen.

General Guidelines:

(1) This award should be given on an annual basis if a properly qualified Landman can be selected. There should be no mandatory rule that the award should be granted each and every year.

(2) The recipient shall not be the current President, and preferably not one of the current Officers, but could be a current Director.

(3) The selection of a recipient shall be made for activities during the past three (3) years, including the current year.

(4) The current HAPL President shall appoint at least five (5) members to serve on the Outstanding Landman Committee, including the Chairman of the Committee. At least three (3) members shall be past recipients of the award, if available to serve. Historically, the Chairman of the Committee has been the immediate past Outstanding Landman.

(5) The Chairman of the committee shall be the only person known to the public. The current HAPL President, the Committee Chairman and the Executive Administrator should be the only three parties to know the identity of the other members of the committee and, prior to the award presentation, the identity of the recipient.

(6) The award should be made at the annual HAPL Executive Night. The recipient should be awarded a plaque and/or some other token of the recognition.

(7) The presentation should be made by the HAPL President or his designated representative with a resume of the facts supporting the recipient’s selection, preferably by starting early in his/her career and keeping the suspense as long as possible. Historically, this award has been given since its inception by the immediate past Outstanding Landman. The spouse/family of the recipient should be invited to participate in the award presentation as guests of HAPL.

(8) Certainly the recipient should:
     (a) Be a member of HAPL
     (b) Be a member of AAPL (preferred but not mandatory)

 


EXHIBIT “C”
HAPL POLICY MANUAL

Guidelines for Outstanding Senior Landman Award
Houston Association of Professional Landmen

 

The purpose of this award is to recognize a current or former HAPL member as an outstanding Landman for his or her current and/or past contribution to the advancement of the Landman profession, participation in the HAPL and AAPL, and participation in industry affairs or civic contributions to their community. The recipient should be person of strong moral character and impeccable integrity in the profession. Although consideration should be given to his or her contributions to AAPL affairs, primary consideration for this award should be current and/or past contribution to the Houston Association of Professional Landmen.

General Guidelines:

(1) This award shall be given on an annual basis if a properly qualified Landman can be selected. There shall be no mandatory rule that the award be granted each and every year.

(2) The recipient shall not be a current Officer or Director and preferably not a former Outstanding Senior Landman.

(3) The selection of a recipient shall be made for activities during the recipient’s professional career as a Landman and as a member of HAPL.

(4) The recipient should be at least sixty-five (65) years of age, previously been an Active member of HAPL for at least twenty-five (25) years and preferably a current member of HAPL (but current membership may be waived if the recipient has fully retired while a member of HAPL).

(5) The current HAPL President shall appoint at least five (5) members to serve on the Outstanding Senior Landman Committee, including the Chairman of the committee. Historically, the Immediate Past President of HAPL has served as Chairman of the committee and the previous recipient could serve on this committee if so desired by the current President.

(6) The Chairman of the committee shall be the only person known to the public. The current HAPL President, the committee Chairman and the HAPL Executive Administrator should be the only three parties to know the identity of the members of the committee and, prior to the award presentation. the identity of the recipient.

(7) The award shall be made at the Annual Awards Dinner. The recipient should be awarded an impressive token of recognition suitable for display in their home or office.

(8) The presentation should be made by the HAPL President of his designated representative. A resume of the facts supporting the recipient’s selection, preferably by starting early in his/her career and keeping the suspense as long as possible, should be read.

(9) The committee chairman shall advise the recipient of his/her selection at least one month prior to the meeting at which the award is presented and invite the recipient’s spouse and children to attend the Annual Awards Dinner to participate in the award presentation as guests of HAPL.



EXHIBIT “D”
HAPL POLICY MANUAL

Guidelines for Company of the Year Award
Houston Association of Professional Landmen

The purpose of this award is to recognize an outstanding company within the Energy Industry for its contributions in support of the Land Profession. The Company will demonstrate that support by:

• Providing advancement, support and training for the Land Profession;
• Encouraging and supporting participation in HAPL and AAPL by its employees and consultants;
• Continued participation in industry affairs; and
• Participation in civic and charitable contributions to its local community.

General Guidelines:

(1) This award should be given on an annual basis if a properly qualified company can be selected. There should be no mandatory rule that the award should be granted each and every year.

(2) The selection of a recipient shall be made for activities during the past three (3) years, including the current year.

(3) The current HAPL President shall appoint at least five (5) members to serve on the Company of the Year Committee, including the Chairman of the Committee.

(4) The Chairman of the committee shall be the only person known to the public. The current HAPL President, the Committee Chairman and the HAPL Executive Administrator should be the only three parties to know the identity of the other members of the committee and, prior to the award presentation, the identity of the recipient.

(5) The award should be made at the annual HAPL Executive Night. The recipient company should be awarded a plaque and/or some other token of the recognition.

(6) The presentation should be made by the HAPL President or his designated representative with a resume of the facts supporting the recipient company’s selection, preferably by recounting the recipient company’s achievements so as to maintain the suspense as long as possible. The recipient company should be contacted at least a month in advance of the presentation, if possible, to allow planning for attendance by appropriate representatives to accept the award. The ranking official(s) of such recipient company accepting the award should attend as HAPL’s guest(s).

(7) The recipient company should have one or more employees or representatives who are:
    (a) Member(s) of HAPL
    (b) Member(s) of AAPL (preferred but not mandatory)