ARTICLE I
Name:

The name of the organization shall be "Mississippi Association of Petroleum Landmen."

ARTICLE II
Location:

The site of the headquarters of the organization shall be in the City of Jackson, County of Hinds, State of Mississippi.

ARTICLE III
Purpose:

The purpose of the organization shall be: (1) Educational
(2) Social

ARTICLE IV
Membership:

1. Application for membership shall be made on a form duly adopted and approved by the Executive Committee.
   
2. Classes of Membership in the organization shall be: 
   (a) Active 
   (b) Associate 
   (c) Honorary
   
3. Active Membership shall be open to an applicant operating in the Southern or Southeastern United States, whether employed or self-employed, irrespective of compensation or title, who has been directly, primarily and regularly engaged for a period of at least three (3) years as a Professional Landman in the oil and gas industry in the exploration for the production of oil, gas and other natural resources. This shall include and be limited to an individual who is directly, primarily and regularly engaged in the acquisition, and/or supervision of oil, gas and/or other mineral leases, permits, licenses or other contracts, and titles relating to the exploration and development of such oil, gas and other natural resources, who is by training and classification a Professional Landman.
   
4. Associate Membership shall be open to an applicant who has been directly, primarily and regularly engaged in performing services in the oil and gas industry for a period of one (I) year. Such Associate Membership shall carry the privileges accorded Active Membership, except that such Associate Membership shall not be eligible to hold office, except as an Associate Director. Such Associate Member will be required to pay the same dues as are paid by an Active Member.
   
5. Honorary Life Membership shall be extended to any Active Member of the Association upon reaching sixty-five (65) years of age who retires, or who retires before reaching age sixty-five (65) because of physical disability, subject to the approval of the Board of Directors, provided such member has been an Active Member of the Association for a minimum of five (5) years next preceding such retirement, and upon written request by such member. The same privileges accorded an Active Member shall be accorded an Honorary Life Member except such Member shall not pay annual dues and shall not be allowed to hold office.
   
6. Any change in membership classification shall be effective at the end of the calendar year during which such change occurs.
   
   

ARTICLE V 
Meetings:

The meetings of the organization shall be:
(1) Regular
(2) Special
Regular meetings shall be held on the second Monday of each calendar month, January through April inclusive, and September through November, inclusive, at such time and place as may be designated by the Executive Committee.
Special Meetings may be held at any time the affairs of said organization necessitate such a meeting to be held, notice thereof to be given by the President, and in his absence, by the Vice-President; it being provided that such notice may be by mail, or by telephone.

ARTICLE VI
Officers and Directors and Their Duties:

1. The Officers of the organization shall be: (a) President
   (b ) Vice-President
   (c) Secretary
   (d) Treasurer
   (e) Directors
   (f) Associate Director
   (g) AAPL Director
   
2. The duties of the President of the organization shall be:
   (a) To preside at all the regular and special meetings.
   (b) To appoint all committees, except the Executive Committee.
   (c) To be chairman of the Executive Committee, and Ex-Officio member of all other committees.
   
3. The duties of the Vice-President of the organization shall be:
   (a) In the permanent or temporary absence of the President, succeed to all of the President's rights and duties. 
   (b) To serve as Social and Program Chairman.
   (c) To be a member of the Executive Committee.
   
4. The duties of the Secretary of the organization shall be:
   (a) To keep a true and perfect record and minutes of all regular and special meetings and all Executive Committee meetings. 
   (b) To maintain the membership rolls and handle the general communication between the Executive Committee and membership
   at large.
   (c) Upon being directed by the President and in the absence of such President, by the Vice-President, to notify the members of . the organization of all regular and special meetings thereof. 
   (d) To be a member of the Executive Committee.
   
5. The duties of the Treasurer of the organization shall be:
   (a) To collect all dues and assessments from all members of the organization and maintain accurate records thereof.
   (b) To pay all expenses of the organization when such payments have been first duly authorized by the Executive Committee. (c) To prepare financial statements correctly  reflecting the financial condition of the organization at any time when so directed by the President or by the Executive Committee.
   (d) To be a member of the Executive Committee.
   
6. The duties of each Director of the organization shall be:
   (a) To attend and participate in all Executive Committee meetings.
   (b) To attend and participate in all Regular and Special MAPL meetings.
   
7. The duties of the Associate Director of the organization shall be:
   (a) To attend and participate in all Executive Committee meetings.
   (b) To attend and participate in all Regular and Special MAPL meetings.
   
8. The duties of the AAPL Director shall be:
   (a) To attend and participate in all AAPL Director meetings.
   (b) To obtain a list of all non-renewing AAPL members residing in Mississippi each year and tactfully contact them to determine
   their reason for dropping their membership as well as advise them of the advantage of being a member.
   (c) And as further authorized by the By Laws of AAPL.
   
   

ARTICLE VII 
Election of Officers and Directors:

1. The election of three Directors and one Associate Director shall be held at the first regular meeting in April of each year and the Directors so elected shall assume their duties on September I of the year in which elected. If the regular April meeting is not held in any year, then the election shall be at the first regular meeting thereafter or at a Special Meeting called for the purpose of electing directors.
   
2. The term of office of Directors so elected from the active members shall be three (3) years. One Associate Director shall be elected for a term of one (1) year, said Associate Director shall not be eligible to hold another office but shall be eligible to vote on all matters coming before the board.
   All terms of office, including Directors and Associate Director, formerly expiring in April of any year are extended until September 1 of the same year.
   Within thirty (30) days following the regular April meeting, the Directors, including incoming Directors, shall elect from their membership, or from active members who were Officers or Directors during the preceding fiscal year, a President who shall be a member of AAPL, have served on the present Board of Directors, or any preceding Board of Directors, a minimum of one year, a Vice President, a Secretary and a Treasurer who shall each serve a term of one year, beginning on the first day of September of that year; provided, however, that all Directors and officers shall serve until their successors shall have been duly elected.
   
3. The Directors and Associate Director shall be elected by a majority of the members (active, associate and honorary) present and
   voting at such election.
   
4. The Executive Committee may declare a Director's position, an Associate Director's position or an Officer's position vacant if said Director, Associate Director or Officer has died, resigned, missed three consecutive regular meetings, missed three successive Executive Committee meetings or if two-thirds of the Executive Committee vote to declare the position vacant for cause. The declaration of vacant for cause must be ratified by two-thirds of the members (active, associate and honorary) present and voting at the first regular meeting following the mailing of a notice to all members of MAPL stating a vote concerning ratification of the Board's Declaration of Vacancy will be held to determine if said position is vacant for cause. The Executive Committee shall call a special election to fill the vacancy, such election to be held at the first regular meeting following such Declaration of Vacancy. An election to fill an unexpired term shall be for the time remaining in said unexpired term, except for the AAPL Director, where at the discretion of the Executive Committee the term may be for the remaining portion of the unexpired term and a full two year term thereafter.
   
5. A nominating committee shall be appointed each year which committee shall nominate six persons for the three Directorships and at least two persons for the Associate Directorship. No person may be appointed to the nominating committee more often than one time in a three year period.
   
6. At least ten (10) days prior to a meeting for an election of Directors, Associate Director or for the ratification of a Declaration of Vacancy in an office for cause, the Secretary shall cause a notice to be sent to all Active members of the Association setting forth the date, time, and place of the election of Directors, Associate Director or the ratification of the Declaration of the existence of a vacancy for cause, and the slate proposed by the nominating committee and/or the name of the office that has been declared vacant. At the election meeting, additional nominations may be made from the floor.

ARTICLE VIII
Executive Committee:

1. The Executive Committee shall consist of the duly elected Directors and officers elected from the Directors, the immediate past
   President who shall serve one year as an Ex-Officio Director and the Associate Director elected to serve a one year term.
   
2. Five members of the Executive Committee shall constitute a quorum for the transaction of all business regularly coming before it.
   
3. The duties of the Executive Committee of the organization shall be:
   (a) To pass upon the eligibility of applicants for membership.
   (b) To have general supervision of the finances of the organization.
   (c) To plan the programs of the regular meetings, and/or to suggest to the President the appointment of special entertainment committees.
   (d) To call special meetings.
   

ARTICLE IX
Dues and Assessments:

1. The annual dues assessed on Active and Associate Members shall be Fifty Dollars ($50.00) annually, payable in advance of September 1st of each year. If payment by an Active or Associate Member is not received within 60 days of the mailing of notices of dues, that member shall have his name posted at a regular meeting as being delinquent. If the member has not fully paid his dues by the next regular meeting after such posting, then said member shall automatically be removed from the rolls of the Association. Any member so removed from the rolls may re-apply for membership. and if his application is favorably acted upon, he will be re-admitted by paying a penalty of one-half (1/2) the annual dues plus his regular dues in advance.
   
2. Any applicant admitted for membership during a calendar year shall pay the full amount of dues assessed against all other Active or Associate Members for such year.
   
3. Dues will not be refunded for any reason.
   
4. Special assessments may be made and will be effective only upon being passed by a three-fourths majority of the Active members present and voting at any regular meeting.
   

ARTICLE X
Mail Vote:

Anything in the By-Laws that requires a vote by the Active Members present may be made by mail ballot to the Active Members at the discretion of the Executive Committee.

ARTICLE XI
Parliamentary Rules:

Robert's Rules of order (Revised) shall control at the regular and special meetings of the organization.

ARTICLE XII

These By-Laws may be changed or amended by a three-fourths majority of the Active Members present at any regular meeting of the organization, provided that written notices of the proposed changes or amendments shall have been mailed to all Active Members at least ten (10) days prior to such meeting.

ARTICLE XIII
Code of Ethics:

The Code of Ethics shall be the basis of conduct, business principles and ideals for the members of the Mississippi Association of Petroleum Landmen; and it shall be understood that conduct of any member of the Association inconsistent with the provisions set forth in this Article shall be considered unethical and said individual's membership status shall be subject to the review and appropriate action of the Executive Committee.

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 the Mississippi Association of Petroleum Landmen 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.
   
   The landman, in his dealings with landowners 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 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 (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).
   
   The land man 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.