Constitution & By-Laws

Amended by Vote June 4, 2010

ARTICLE I - NAME AND OBJECTIVES

Section 1. The name of this Association shall be the "Wyoming Association of Professional Landmen", hereinafter referred to as "WAPL".

Section 2. The objectives of WAPL are:

To advance the profession of land work in minerals exploration.

1. To advocate thorough and continuing land education.
2. To uphold the honor and integrity of the minerals industry.
3. To cultivate cordial relations among the landmen of WAPL.
4. To perpetuate the history of the profession and the memory of its Members.

ARTICLE II - DEFINITIONS

As used in these Bylaws and in any and all other organizational documents of WAPL, the following definitions shall apply:

Section 1. "Landwork" shall mean the actual performance or supervision of any one or more of the following functions:

• Negotiating for the acquisition or divestiture of mineral rights.
• Negotiating business agreements that provide for the exploration for and/or development of minerals.
• Determining ownership in minerals through the research of public and private records.
• Reviewing the status of title, curing title defects, and otherwise reducing title risk associated with ownership in minerals.
• Managing rights and/or obligations derived from ownership of interests in minerals.
• Unitizing or pooling of interests in minerals.

Section 2. "Land Professional" shall mean a person who is primarily engaged in and derives a significant portion of his or her income as a result of performing Landwork.

Section 3. "Landman" shall mean a Land Professional who has been primarily engaged in negotiating for the acquisition or divestiture of mineral rights and/or negotiating business agreements that provide for the exploration for and/or development of minerals.

Section 4. Gender.

The masculine gender shall refer to both men and women.

ARTICLE III - LOCATION

Section 1. The headquarters of WAPL shall be in the City of Casper, County of Natrona, State of Wyoming.  The official mailing address of WAPL shall be P.O. Box 1012, Casper, Wyoming 82601.

ARTICLE IV - MISSION STATEMENT

The Mission of WAPL is to promote the highest standards of performance for all Land Professionals, to advance the stature of said Land Professionals in the business community, and to encourage sound stewardship of energy and mineral resources.

ARTICLE V - MEMBERSHIP

Section 1. Membership in WAPL shall be open to all persons as of July 1, 2010 who meet the requirements for initial membership in effect at the time that the application for membership is submitted and who thereafter satisfy the requirements for annual membership renewal.

Section 2. WAPL shall have the following classes of membership.

• Active Member
• Associate Member
• Life Member
• Honorary Member

Section 3. As of July 1, 2010, each class of membership shall be defined as follows:

a. Active Member: Any person who is employed or holds himself out as a Land Professional, directly and regularly engaged in the energy business or mineral resource industry.  If otherwise qualified under this section, eligibility will not be affected by classification of employment, departmental, or managerial assignment. These Active Members shall have all the rights and privileges of membership to WAPL including the right to hold office, vote, or apply for academic scholarships as provided for by WAPL.

b. Associate Member: Any person who is associated with Landwork, or supervises such Landwork, relating to the mineral and/or energy industries, or any person who does not fall into the classification of an active member by definition of a Land Professional performing Landwork as defined above under Article II, Sections 2 and 3. These Associate Members shall have all the rights and privileges of Active Members, except that they shall not have the right to hold office, vote or apply for academic scholarships as provided for by WAPL.

c. Life Member: Any Active Member who has attained the age of sixty-five (65) years old and who has been active in WAPL for the last five (5) years prior to his reaching his sixty-fifth (65th) birthday. Life Members shall enjoy all the rights and privileges of Active Members and shall be exempt from the payment of dues.

d. Honorary Member: Any distinguished person who has rendered outstanding service in any of the phases of the energy industry. These Honorary Members are exempt from the payment of dues and shall have all the rights and     privileges of Active Members, except that they shall not have the right to hold office, vote or apply for academic scholarships as provided for by WAPL.

Section 4. Election of Members to any one of the four (4) classifications mentioned in Section 2 above shall be on the following basis:

1. For Active, Associate and Life Members, the majority vote of the Executive Committee shall determine the eligibility of each applicant.
2. For Honorary Members, the Executive Committee shall, by a majority vote, nominate the applicant.  At the next regular or special meeting, duly called, of WAPL, the applicant shall be elected by majority vote of the Members present.

Section 5. Only Active Members may vote on the affairs of WAPL, serve as a director or officer of WAPL and apply for academic scholarships as provided for by WAPL.

Section 6. Only Active Members, the spouse of an Active Member, or the child of an Active Member may apply for or be awarded a WAPL scholarship.

Section 7. Any question of misconduct by a Member, that may result in disciplinary action against the Member, should be referred to the President as prescribed in Article XI.  Such violation shall include, but not be limited to:

1. Violation of any provisions of the Bylaws, Code of Ethics, or any rule, regulation, or order adopted pursuant thereto.
2. Aiding or abetting any unauthorized use of the titles "Certified Professional Landman", "Registered Professional Landman", "P.Land" and "CPL/ESA".
3. Any act or conduct that causes disrespect for, or lack of confidence in, the Member to act professionally as a landman.
4. 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
5. involving fraud as an essential element, or any other serious crime.

ARTICLE VI - CODE OF ETHICS

The Code of Ethics shall be the basis of conduct, business principles and ideals for the Members of WAPL; and it shall be understood that conduct of any Member of WAPL 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 XI of these Bylaws.

In the area of human endeavor involving trading under competitive conditions, ethical standards for fair and honest dealing can be made increasingly meaningful by an association organized and dedicated not only to the definition, maintenance and enforcement of such standards, but to the improvement and education of its Members.  Such is the objective of WAPL and such is its public trust.

Section 1. It shall be the duty of the landman at all times to promote, and in a fair and honest manner, represent the industry to the public at large with the view of establishing and maintaining good will between the industry and the public.  The landman, in his dealings with landowners and others, shall conduct himself in a manner consistent with fairness and honesty, notwithstanding disclosure of any proprietary information, such as to maintain the respect of the public and industry.

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

A Landman shall not betray his employer’s and/or client’s trust by directly or indirectly using confidential information for personal gain or any purpose other than for the benefit of his employer or client without their prior consent.

A Landman shall exercise the utmost good faith and loyalty to his employer and/or client and shall not act adversely or engage in any enterprise in conflict with the interest of his employer and/or client.

A Landman shall represent to others his area of expertise and shall not represent himself to be skilled in professional areas in which he is not professionally qualified.

ARTICLE VII - MEETINGS

Section 1. The meetings of WAPL shall be Regular Meetings, Special Meetings, and an Annual Meeting.

1. Regular Meetings shall be held at the time and place as may be designated by the Executive Committee.
2. Special Meetings shall be held at any time the affairs of WAPL necessitate such meetings be held; the WAPL Vice-President/Secretary, at the direction of the President, shall notify all Members by mail, e-mail or telephone of the date, time and place of said special meetings.

An Annual Meeting shall be held each year; the WAPL Vice-President/Secretary shall notify all Members by mail, e-mail or telephone of the date, time and place of said annual meeting.

Section 2. The meetings shall be conducted according to Robert’s Rules of Order, Revised.

ARTICLE VIII - OFFICERS

Section 1. The officers of WAPL shall be:

1. President
2. Vice-President/Secretary
3. Treasurer

Section 2. The duties of the above-named officers are as follows:

1. The duties of the President of WAPL shall be:
1. The President shall preside at all regular, special and annual meeting(s).
1. The President shall appoint all committees, except the Executive Committee.

3. The President shall be Chairman of the Executive Committee and Ex-Officio Member of all other committees.    

4. The President upon completion of his term, unless declined, shall serve as    Immediate Past President in the term following his presidency.

1. The duties of the Vice-President/Secretary of WAPL shall be:
1. The Vice-President/Secretary shall, in the temporary absence of the President, succeed to all his powers and duties.
1. The Vice-President/Secretary shall be a Member of the Executive Committee.

3. The Vice-President/Secretary shall notify all Members by mail, e-mail or telephone of the date, time and place of the regular and annual meeting(s), and by direction of the President, shall notify all Members of the special meetings in a similar manner.

4. The Vice-President/Secretary shall keep true and accurate records and minutes of all regular, special and annual meeting(s).

5. The Vice-President/Secretary shall oversee and act as the liaison to the Executive Committee with regards to the WAPL Newsletter and/or WAPL Membership Directory, if and when published.

6. The Vice-President/Secretary shall be responsible for any communications sent by e-mail to WAPL Members.

7. The Vice-President/Secretary, shall have and keep updated an electronic WAPL Membership Roster and report annually the membership information to the American Association of Professional Landmen.

The duties of the Treasurer of WAPL shall be:

The Treasurer shall collect all dues and assessments from all WAPL Members of and maintain accurate records thereof.

2. The Treasurer, with the approval of the Executive Committee, shall modify the Annual Membership Renewal form and provide it to the Vice-President/Secretary to be e-mailed in December to all WAPL Members.

3. The Treasurer shall pay all expenses of WAPL; such payments shall be duly authorized by the Executive Committee.

4. The Treasurer shall prepare financial statements accurately stating the financial status of WAPL annually, or at any time when so directed by the President or by the Executive Committee.

5. The Treasurer shall be responsible for gathering all necessary information and overseeing the preparation of the annual tax return for WAPL.

6. The Treasurer shall be a Member of the Executive Committee.

ARTICLE IX - ELECTION OF OFFICERS

Section 1. In April of each year, the President shall appoint a Nominating Committee composed of up tofive (5) voting Members of WAPL.  Also, the President shall appoint to this committee any two Past Presidents of WAPL, if they are available to serve on this committee.  The Nominating Committee shall select from the Active and Life Members of WAPL one or more willing candidates for each office. This slate of candidates shall be presented to the Members at one of the Regular Meetings of WAPL.  All Active Members shall be provided with a ballot of the nominated candidates; said ballot will provide for write-in candidates. Additional nominations may be made from the floor at the Regular Meeting. The Officers shall be elected by a majority of Active and Life Members who are present and cast a vote at said RegularMeeting. The election of officers shall take place prior to the Annual Meeting and the elected Officers shall be announced at the Annual Meeting.

Section 2. The term of office for the duly elected Officers of WAPL shall be for a period of twelve (12) calendar months, beginning on the first day of July following their election, provided however, that no Officer shall be relieved of the duties of his office until his successor has been duly elected.

Section 3. In the permanent absence of any officer, the Executive Committee shall appoint his successor to fill the unexpired term.

Section 4. No officer shall succeed himself in any office to which he shall have been elected or appointed, if he shall have held the office for more than six (6) months.

Section 5. The Vice-President/Secretary shall be the only office automatically nominated, unless declined, to the office of the President for the year following the term served as Vice-President/Secretary.

ARTICLE X - A Standing Committee of WAPL - THE EXECUTIVE COMMITTEE

Section 1. The Executive Committee shall consist of the duly elected Officers, the immediate Past President of WAPL, and four (4) Members of WAPL at large.  The four (4) Members of WAPL at large shall be elected to the Executive Committee in the same manner as prescribed by Article IX, Section 1.  At the election, two (2) Members of WAPL at large shall be elected to the Executive Committee for a period of twelve (12) calendar months beginning on the first day of July following their election and two of the Members of WAPL at large shall be elected to the Executive Committee for a period of twenty-four (24) calendar months beginning on the first day of July following their election.  Thereafter, at each annual election as prescribed by Article IX, Section 1, two (2) Members of WAPL at large shall be elected to the Executive Committee for a period of twenty-four (24) months beginning on the first day of July following their election.

Section 2. Four (4) Members of the Executive Committee shall constitute a quorum for the transaction of all business regularly coming before it.

Section 3. The duties of the Executive Committee of WAPL shall be:

1. The Executive Committee shall pass upon the eligibility of an applicant for membership.  The Executive Committee shall be the exclusive judge of the qualification for membership and his classification and shall further have the right, after having offered a formal hearing, to expel any Member regardless of classification, for conduct deemed unethical and detrimental to the welfare of WAPL.
2. The Executive Committee shall have general supervision of the finances of WAPL.
3. The Executive Committee shall plan the programs of the Regular Meetings and/or recommend to the President the appointment of special committees as needed to serve WAPL
4. The Executive Committee shall call Special Meetings.

Section 4. Any vacancies on the Executive Committee shall be filled in the same manner as prescribed for filling of vacancies of Officers in Article IX, Section 3, thereof.

ARTICLE XI - A Standing Committee of WAPL - THE ETHICS COMMITTEE

The Ethics Committee shall be responsible for upholding the ethical standards of WAPL by making recommendations to the Executive Committee for appropriate action.  This committee shall also be responsible for decisions on disciplinary action based on unethical actions by a Member under the following procedures.  The Ethics Committee shall consist of the Chairman and five (5) Members, appointed by the President.  The President 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:

Section 1. Investigation.  Written allegations of misconduct in violation of these Bylaws shall first be submitted to the President of WAPL.  Such allegations should be accompanied by a full statement of the evidence in support thereof.  The President may refer such allegations on misconduct to the Chairman of the Ethics Committee, who shall appoint an Investigating Committee to examine the allegations.  If, in the judgment of said Investigating Committee, there exists probable cause necessitating a hearing, the Investigating Committee 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 the Code of Ethics, Bylaws or rules or regulations alleged to have been violated by such misconduct.  The President shall be kept informed of the progress of all investigations and subsequent actions.

Section 2.  Notice of Hearing.  As soon as possible after the receipt of formal charges, the Ethics Committee shall fix a time, date and place for a hearing and shall give the accused Member written notice by registered mail at the accused Member’s last known post office address not less than thirty (30) days before said hearing, accompanied by a copy of the formal charges and a copy of this Article.

Section 3. Hearing.  The attendance on the date of the hearing 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 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 allegations, have the right of cross-examination of said accuser(s) or witnesses, present witnesses of his own, or submit oral or written statements on 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 the Ethics Committee to adjudge the matter on the basis of a written statement of defense accompanying such letter.  Failure of the accused Member to appear or submit a waiver letter and a written defense shall not prevent the Ethics Committee from rendering judgment on the basis of the evidence available to it on the date of the hearing.  A transcript of the hearing shall be made a part of the record of the hearing.

Section 4. Decision of the Committee. After the conclusion of the hearing or study of the written defense submitted in lieu thereof, the Ethics Committee shall consider and vote to sustain or dismiss the allegations.  By a two-thirds (2/3) vote of those present, the Ethics Committee shall decide which of the following actions shall be taken:

1. Dismissal of allegations
2. Verbal reprimand
3. Suspension of WAPL Membershipfor a stated period to time
4. Allowed to resign from WAPL
5. Expulsion from WAPL

If a verbal reprimand is the decision, the Chairman shall so notify the accused Member in an appropriate manner and the Executive Committee shall be so notified.

Section 5. Appeal Procedure. The accused Member shall have the right to request an appeal hearing with the Executive Committee of WAPL.  Within forty-five (45) days after receipt of a written request of appeal by the accused Member, the Executive Committee shall fix a time, date and place for an appeal 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 appeal hearing. The attendance on the date of the appeal hearing of at least two-thirds (2/3) of the Members of the Executive Committee shall constitute a quorum for the conduct of the appeal hearing.  Proceedings at the appeal hearing shall be at the direction of the Executive Committee.  The decision of the Executive Committee shall be final.

Section 6. Period of Suspension. The period of suspension shall begin upon the date established in the decision to suspend and shall run for the time specified.  At the termination of the suspension period, the individual shall be reinstated under the following conditions:

1. A signed statement shall be furnished that, during the period of suspension, the individual has fully complied with the Code of Ethics of WAPL as though the individual had been a Member thereof; and
1. Upon payment of current dues, which shall be prorated for the balance of the year.

Section 7. Resignation. Upon acceptance by the Executive Committee of the resignation of the accused Member from WAPL at any stage in the foregoing prescribed procedure, the proceedings shall automatically terminate.

Section 8. Expulsion. The accused Member who is expelled from WAPL under these proceedings shall thenceforth be ineligible for reinstatement to membership, except as stated in Section 9.

Section 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 three (3) years following the date of resignation or expulsion.  Reinstatement shall require approval by the majority of the Executive Committee after recommendation and review by all WAPL Members and Ethics Committees.

ARTICLE XII - A Standing Committee of WAPL - THE SCHOLARSHIP COMMITTEE

Section 1. Purpose. The purpose of the Scholarship Committee is to provide from time to time an additional benefit to the Active Members of WAPL by providing financial scholastic support to qualified applicants, based on the criteria determined by the committee.  Emphasis on education directly related to the energy business and those persons wishing to further their education as Landmen is preferred, but is not the sole requirement to qualify as an applicant.

Section 2. Committee Makeup. The Scholarship Committee shall consist of at least three (3) Active Members of WAPL.  The Chairman of the Committee shall be appointed by the President and shall be one of the Members of the Executive Committee.  The Scholarship Committee shall serve on an annual basis and the Members of this committee shall be confirmed by the Executive Committee at a Regular Meeting.

Section 3. Duties of the Committee. The Scholarship Committee shall meet at the determination of the Chairman and/ or in April of each year to:

a. Decide on the maximum amount of money for WAPL scholarship(s) that may be offered each year.

b. Decide on how many and what categories of WAPL scholarship(s) may be offered each year.

c. Decide on the individual financial amounts for each category of WAPL scholarship(s) that may be offered each year.

d. Update the application form and cover letter for the WAPL scholarship(s) that may be offered each year.

e. Provide all WAPL scholarship materials for the Vice-President/Secretary to timely e-mail to all WAPL Members.

Section 4. Determination of Winners. The Scholarship Committee shall review all applications and determine the winners of said WAPL scholarships in the category(s) and amount(s) that may be offered by the committee each year.

Section 5. Eligibility. Applicants for a WAPL scholarship may apply and re-apply for a maximum of four (4) years.

Section 6. Recusal. Dependents of a member of the Scholarship Committee may submit an application for a WAPL scholarship, but that committee member must recuse himself from the review of said application.

Section 7. Award Selection. The Scholarship Committee shall submit its final award selections to the Executive Committee prior to the Annual Meeting and the Executive Committee shall have the final determination on any WAPL scholarships awarded.

Section 8. Discretion of Awards. The Scholarship Committee is not required in any given year to make any awards and the Scholarship Committee has full discretion as to whether or not any WAPL scholarships will be awarded in any given year.

Section 9. Funding. Funding for the WAPL scholarship program shall come from any of the following sources:

a. Any previously designated WAPL scholarship money not awarded from a prior year.

b.  Ten percent (10%) of WAPL’s year-end balance as of the 31st day of December, of the previous year, less and except any and all funds previously allocated or earmarked for other expenses or activities.

c. Any money from time to time raised specifically for the purpose of the WAPL Scholarship Fund.

d.  Any money from time to time dedicated specifically, bequeathed or otherwise given for the purpose of the WAPL Scholarship Fund.

Section 10.  Announcement of Winners.  Any WAPL scholarships awarded in a given year will be announced at the Annual Meeting.  When the WAPL scholarships are announced, the Chairman of the Scholarship Committee will notify the Treasurer and the Treasurer shall provide award checks to the Chairman of the Scholarship Committee for immediate distribution to the respective awardees.

ARTICLE XIII - DUES

Section 1. The fiscal year of WAPL shall commence on the 1st day of July.

Section 2. The annual dues for Active and Associate Members shall be fifty dollars ($50.00), from January 1 to February 28 of the calendar year; after February 28 of the calendar year the annual dues for Active and Associate Members shall be seventy-five dollars ($75.00) and shall cover the period of January 1 to December 31 of the calendar year. The Treasurer and the Vice-President/Secretary shall strike from WAPL’s membership roster the name of any Member whose dues for any calendar year have not been paid by July 31st of that year and shall submit to the Executive Committee a list of all names so stricken from the membership roster.  The Executive Committee shall have the right to establish a penalty charge to be made as a condition of reinstatement.  Annual dues notices will be mailed out in December of the year prior to the calendar year that the dues are owed.

Section 3. Special assessments may be made and will be effective only upon being passed by a three-fourths (3/4) majority vote of the Members present at any Regular Meeting; said voting to be called for upon a second reading of the assessments after notice has been issued.

Section 4. Dues or special assessments shall not be refundable to a Member for any purpose.

ARTICLE XIV - AMENDMENT TO CONSTITUTION AND BYLAWS

Section 1. The Constitution and Bylaws may be changed or amended by a three-fourths (3/4) majority of the Members present at any Regular Meeting of WAPL following the first Regular Meeting where such changes in the Constitution and Bylaws were requested.