ARTICLE II

(1)

Active Members

Active Members shall be:

(a)     Professional landmen, irrespective of title, employed on a salary basis by an oil, gas or sulphur company, firm, partnership or individual actually engaged in land work in any parish of the State of Louisiana or the Gulf of Mexico.

(b)     Persons in the oil and gas industry, who, irrespective of the basis of compensation or title are directly and regularly employed in or associated with petroleum land work involving any parish of the State of Louisiana or the Gulf of Mexico as an integral part of their position in the industry.  Practicing attorneys predominantly involved in oil and gas work are specifically included.

(c)     Persons in the oil or gas industry whose background in experience and employment is petroleum land work involving any parish in the State of Louisiana or Gulf of Mexico but who, by virtue of promotion or acquisition of ownership have been placed in executive positions of their company or firm.

(2)

Associate Members

Associate Members shall be:

(a)     Persons in the oil or gas industry regardless of title who directly or indirectly supervise petroleum landmen who are Active Members.

(b)     Persons who are associated with petroleum land work involving any parish of the State of Louisiana or the Gulf of Mexico.

(3)

Life Members

Life Members shall be:

(a) Active members who either retire under their company’s regular retirement program or retire from the petroleum industry and, in either instance, remain permanently unemployed.   They shall be eligible for life membership at the beginning of the next calendar year after their retirement.  Life membership automatically ceases upon subsequent industry employment on any full-time, part-time or consulting basis.   The Board of Directors must then approve reinstatement as an active or associate member as provided for in Article IX.

(4)

Honorary Members

Honorary Members shall be:

(a) Persons who have rendered an outstanding service or whose contribution to the industry is so noteworthy and of such magnitude as to be deserving of this honor.

(5)

Student Members

Student Members shall be:

(a) Persons enrolled I the Petroleum Land Management program at a college or university.   Student membership status is not valid upon graduation.   The former student member must reapply as an active or associate member.

(1)

Regular

Regular meetings may be held each month, or as often, and at such time and place as may be designated by the Board of Directors, a minimum of six (6) meetings to be held during each calendar year.

(2)

Special

Special meetings may be held at any time that 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.

(1)

The officers of the organization shall be:

(a)     President

(b)     Vice President

(c)     Secretary

(d)     Treasurer

(2)

The duties of the President of the organization shall be:

(a)     He shall preside at all regular and special meetings.

(b)     He shall appoint all committees.

(c)     He shall be Chairman of the Board of Directors, and Ex-Officio member of all other committees.

(3)

The duties of the Vice-President of the organization shall be:

(a)     He shall, in the permanent or temporary absence of the President, succeed to all his power and duties.

(b)     He shall be a member of the Board of Directors.

(4)

The duties of the Secretary of the organization shall be:

(a)     He shall keep a true and perfect record and minutes of all regular and special meetings.

(b)     He shall assist the presiding officer at all regular and special meetings.

(c)     Upon being directed by the President, and in the absence of such President, by the vice-President, he shall notify the members of the organization of all regular and special meetings thereof.

(d)     He shall be a member of the Board of Directors.

(5)

The duties of the Treasurer of the organization shall be:

(a)     He shall collect all dues and assessments from all members of the organization and maintain accurate records thereof.

(b)     He shall pay all expenses of the organization, when such payments shall have first duly authorized by the Board of Directors.

(c)     He shall prepare financial statements correctly reflecting the financial conditions of the organization at any time when so directed by the President or by the Board of Directors.

(d)     He shall be a member of the Board of Directors.

(1)

The election of officers shall be held as prescribed in the charter.

(2)

The officers shall be elected by the Board of Directors from their own membership.

(3)

The terms of offices of the organization shall be for a period of twelve calendar months provided, however, that all officers shall serve until such time as their respective successors shall have been duly elected.

(4)

In the permanent absence of any officer, the Board of Directors shall cause a special election to be held to fill the vacancy caused by such permanent absence, such election to be held at the first regular meeting following such officer’s resignation or removal of his headquarters from New Orleans.

(1)

The Board of Directors shall consist of:

(a)     The Immediate Past President.

(b)     The current AAPL Director.

(c)     The President of the Auxiliary.

(d)     Nine (9) Active or Associate Members who are elected by the Active and Associate Membership in accordance with Article VIII (4) below, and

(e)     Up to three (3) additional directors elected by the Board of Directors in accordance with Article VIII (8) below.

Of the nine members of the Board of Directors who are elected by the Active and Associate Membership, at the time newly elected members assume office, their total number shall not be comprised of:

(a)     more than two from the same company or law firm, or

(b)     more than four “independent landmen,” or

(c)     more than four “associate landmen,” or

(d)     more than four “practicing attorneys.”

It is recognized that these restraints may result in the election of a candidate(s) who may have received fewer votes than another candidate(s) belonging to a “limited” category because of the composition of the other six elected positions.   Once elected to the Board of Directors, a change in the employment status of an elected Member of the Board of Directors will not affect the eligibility of a Board Member to serve on the Board;  provided, however, the elected Board Member must resign his or her position if he or she permanently relocated his or her business or employment from the Greater New Orleans area or if the elected Board Member is no longer engaged in the oil, gas or sulphur industry.

(2)

For the purpose of resolving the composition of the Board of Directors for a successive year, the employment status of each Board Member whose term has not expired will be determined as of the date of the meeting of the Board whereat nominations are held for the forthcoming election.

(3)

For the purpose of this Article, the Board of Directors, by majority vote, will have the authority to determine whether a Member of the Board or a nominee is to be classified as an “Independent Landman.”

(4)

On or around May 1 of each year, by mailed ballots, the active and associate members shall elect, for three (3) year terms, three (3) new members of the Board of Directors from the active and associate membership.

(5)

The duties of the Board of Directors 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.

(6)

Any vacancies in the Board of Directors as to an elected member shall be filled in the same manner as prescribed for the filling of vacancies of officers in Article VII, paragraph 4 thereof.

(7)

No Active or Associate Member shall be eligible to serve two (2) consecutive three (3) year terms on the Board of Directors.

(8)

In order to insure that the members who are employees of exploration and production companies operating in the metropolitan New Orleans area have representation on the Board of Directors, the Board of Directors may, at its sole discretion, each year, at the first meeting of the new Board of Directors, elect one (1) additional Director from an exploration and production company not represented on the Board of Directors, which Director shall enjoy all of the rights and privileges enjoyed by the Directors popularly elected pursuant to Article VIII(4).   Such Director shall serve for a term of three (3) years.