By Laws of the Houston Association of Professional Landmen
(Effective July 1, 1996)
ARTICLE I
NAME
The name of the organization shall be “Houston Association of Professional Landmen”.
ARTICLE II
LOCATION
The situs of the headquarters of the organization shall be in the City of Houston, County of Harris, State of Texas.
ARTICLE III
PURPOSE
The purpose of the organization shall be:
(1) To further the education, knowledge and interest of the Professional Landman in current problems that confront the oil and gas industry in its expanded exploration for and the production of energy derived from hydrocarbons, coal, oil shale, uranium, tar sands, nuclear and hydrodynamic sources and the development of sulphur and other natural resources through hard rock mining or otherwise.
(2) To promote more effective public relations on industrial, community and governmental levels and when deemed advisable the Executive Committee to express the Association’s position with regard to matters affecting landmen, the oil and gas industry and public affairs affecting the oil and gas industry.
(3) To provide social opportunities through which members can meet each other and discuss matters of mutual interest.
ARTICLE IV
CODE OF ETHICS
The Code of Ethics shall be the basis of conduct, business principles and ideals for the members of the Houston Association of Professional 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 review for possible disciplinary action as prescribed in Article XII of these By-Laws.
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 Houston Association of Professional 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 among those engaged in the mineral 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 (or client’s) trust by directly turning confidential information to personal gain. The landman shall exercise the utmost food faith and loyalty to his employer (or client) and shall not act adversely or engage in any enterprise in conflict with the interest o f his employer (or client).
The 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 V
MEMBERSHIP
(This Article Revised Effective September 16, 2004)
Membership in this association shall be open to all Landmen and those professionals who are directly, primarily and regularly engaged in performing services in the oil, gas and mineral industries.
A “Landman” (regardless of title) is defined as a professional person regularly and primarily responsible for the negotiation, acquisition, divestment and management of interest in oil, gas and/or any other mineral estates in land.
Eligibility for membership, approval of classification and the acceptance of any applicant therefor shall be determined by a Screening Committee appointed by the President, such committee to include the President.
Only active members may hold office, chair committees, vote in association affairs or sponsor membership applications. New membership in this association shall consist of the following classifications:
(1) Active Membership
(a) Active membership in the association shall be available to Landmen. This includes people classified by their employer as a Landman and those engaged in rendering professional services as Landmen on an independent contractor basis. It would include those dealing with oil and gas, coal or other minerals. It does not include attorneys that predominantly practice law and provide legal services as opposed to land services, nor does it include those professionals who are directly, primarily and regularly engaged in performing other services or activities in the oil, gas and mineral industries.
(b) An active member shall have a minimum of three (3) years of active experience as a Landman and the recommendation of at least two (2) active members who know the applicant, provided that CPLs and RPLs in good standing with the AAPL are not required to obtain said recommendations. (Article V. (1) (b) Revised April 17, 2007)
(c) Eligibility for active membership shall not be affected by a change in location, classification of employment, departmental or managerial assignment.
(2) Associate Membership
(a) Associate membership in the association shall be available to (i) those persons otherwise qualifying as an active member with less than three (3) years active experience as a Landman, (ii) attorneys that predominantly practice law and provide legal services in the energy industry as opposed to land services, and (iii) those other professionals directly, primarily and regularly engaged in performing services in the oil, gas and mineral industries, other than land services.
(b) An associate member must also have the recommendation of at least two (2) active members who know the applicant.
(c) Upon meeting the criteria for qualification of active membership, an associate member shall re-apply as a new member in accordance with Article V. 1. a above.
(3) Honorary Life Membership
(a) An honorary life membership shall be extended to all past presidents of the association.
(b) An honorary life membership shall be conferred on any other person closely associated with the energy industry whom the Executive Committee might recommend. Such recipient of the honorary life membership shall not be required to pay annual dues nor shall he be eligible to vote or hold office. Other than these exceptions, the recipient of such honorary life membership shall be entitled to the full privilege accorded an active membership.
(4) Life Membership
Upon request, a life membership shall be extended to any active member of the association upon reaching sixty-five (65) years of age who retires from his status as being directly, primarily and regularly engaged as a Landman, provided he has been an active member of the association for a minimum period of five (5) years preceding his retirement.
*The honorary life and life memberships defined in (3)(a) and (4) above shall carry the full privilege accorded an active membership, except that the payment of annual dues shall be abated. A member qualifying for the life membership under these categories shall, in the event said member elects to receive publications, be assessed an amount equal to one-half the annual dues assessed on active members, to cover the cost of printing and mailing.
Any change in a membership classification shall be effective at the end of the calendar year during which such change occurs.
(5) Student Membership
(a) Student membership in the association shall be available to those students who are currently enrolled in a degree program for mineral, petroleum, or energy land management at an AAPL recognized college or university.
(b) Student membership shall be renewable annually upon confirmation of current enrollment status by the program director of the college or university attended. Eligibility shall terminate upon graduation or termination of enrollment.
(c) Nothing in this paragraph shall deny any student from qualifying for any other type of membership provided for under Article V.
(6) Termination of Membership
Any active or associate member who ceases to be actively engaged in the energy industry, as defined in Article 111 Section (1), shall be subject to termination as a member of this organization. It shall be the responsibility of the Screening Committee to give written notice by Certified Mail to said party’s address last known to the association that said party’s membership is being terminated and such party shall have thirty (30) days from the date said letter is mailed within which to satisfy the Committee that said party is still actively engaged in the energy industry. Unless reinstated by the Screening Committee, said membership will automatically terminate thirty (30) days from the date of written notice or at the expiration of the current fiscal year if dues have been paid, whichever is the later date.
(7) Any questions of misconduct of a member which may result in disciplinary action against the member should be referred to the Ethics Committee as prescribed in Article XI.1. Such violation shall include but not be limited to:
(a) Violation of any provisions by the By-Laws, Code of Ethics, or any rule, regulation, or order adopted pursuant thereto;
(b) Aiding or abetting any unauthorized use of the title “Certified Professional Landman”;
(c) Any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as a Landman.
ARTICLE VI
MEETINGS
(1) The meetings of the organization shall be:
(a) Regular
(b) Special
(2) Regular meetings shall be held at such day, time and place as may be designated by the Executive Committee, provided, however, a minimum of nine (9) regular meetings shall be held during each service year. Administration of the affairs of said organization may be conducted at any regular or special meeting duly convened by the Executive Committee. A service year of this organization shall be for twelve (12) months beginning July 1st.
(3) 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, it being provided that such notice may be by mail or by telephone.
ARTICLE VII
OFFICERS AND DUTIES
(1) The officers of the organization shall be:
(a) President
(b) 1st Vice President
(c) 2nd Vice President
(d) 3rd Vice President
(e) Secretary
(f) Treasurer
(g) Assistant Treasurer
(2) The duties of the President of the organization shall be:
(a) He shall preside at all regular and special meetings, except that he may from time to time delegate a member of the Executive Committee to preside at such meetings.
(b) He shall appoint all committees, except the Executive Committee.
(c) He shall be Chairman of the Executive Committee, and Ex-Officio member of all other committees.
(3) The duties of the 1st Vice President of the organization shall be:
(a) He shall, during the absence of the President, succeed to all his powers and duties.
(b) He shall be a member of the Executive Committee.
(4) The duties of the 2nd Vice President of the organization shall be:
(a) He shall be responsible for providing programs for all regular meetings and to suggest to the President the appointment of special entertainment committees.
(b) He shall be a member of the Executive Committee.
(c) He shall, during the absence of President and 1st Vice President, succeed to all powers and duties of the President.
(5) The duties of the 3rd Vice President of the organization shall be:
(a) He shall be responsible for the publicity of the organization.
(b) He shall be a member of the Executive Committee.
(c) He shall during the absence of the President, 1st and 2nd Vice Presidents, succeed to all powers and duties of the President.
(6) The duties of the Secretary of the organization shall be:
(a) He shall be responsible for recording the minutes of the regular and special meetings and all Executive Committee meetings.
(b) He shall be responsible for maintaining the membership rolls and keeping the lines of communication open between the Executive Committee and the membership at large.
(c) He shall be a member of the Executive Committee.
(d) He shall update and maintain a historical record of the Association.
(e) He shall be responsible for revisions and issuance of the HAPL Directory.
(7) 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 expenses of the organization, when such payment shall have been first duly authorized by the Executive Committee.
(c) He shall submit the financial records for annual audit as provided by the Executive Committee.
(d) He shall be a member of the Executive Committee.
(8) The duties of the Assistant Treasurer of the organization shall be:
(a) He shall assist the Treasurer in his duties set out in (7) (a-c) above.
(b) He shall be a member of the Executive Committee.
(c) He shall accede to the position of Treasurer if a vacancy occurs.
ARTICLE VIII
DIRECTORS
In addition to the officers of the organization as set out under Article VII above, the organization shall elect Ten (10) Directors whose duties shall be to serve on the Executive Committee as hereinafter set out. Also, the organization shall select its Regional AAPL Director as provided in Article IX below.
ARTICLE IX
ELECTION OF OFFICERS AND DIRECTORS
(1) The election of Officers and Directors shall be held at a regular meeting in April each year unless otherwise provided for by the Executive Committee
(2) The Officers and Directors shall be elected by a majority of the active members present and voting at such meeting.
(3) The terms of Office for the Officers of the organization should be for a period of twelve (12) calendar months and the terms for the Directors of the organization shall be for a period of twenty-four (24) calendar months beginning on the first day of July. Beginning in July of 1989, five (5) Directors shall be elected for one (1) year terms and five (5) Directors shall be elected for two (2) year terms. No Officer or Director shall be relieved of the duties of his office until successor has been duly elected; and provided further that the retiring President shall designate a regular meeting in May following the election of Officers to install the newly elected Officers or Directors whose terms shall begin effective the first day of July following such installation.
(4) When a vacancy shall occur upon the ineligibility, resignation or because of the permanent absence of any Officer or Director, the Executive Committee shall cause a special meeting to be held for the purpose of holding an election to fill such vacancy. Notice of such meeting shall be issued to all members at least ten (10) days prior to the meeting as provided under Section (6) of Article IX.
(5) At least thirty (30) days prior to a regular meeting for election of Officers and Directors, the President shall appoint a nominating committee of not less than three (3) and not more than ten (10) members of the organization whose duty it shall be to report back a slate (one candidate for each office) of Officers and Directors to the organization for consideration at the forthcoming election; provided, however, that if the meeting is called for a special election to fill a vacancy the appointment of the nominating committee will be made not less than five (5) days preceding the mailing of notices as provided under Section (6) below.
(6) At least ten (10) days prior to a meeting called for election of Officers and Directors, the Secretary shall cause a notice to be sent to all active members of the Association setting forth the date, time and place of the election of Officers and Directors and the slate proposed by the nominating committee. At the election meeting additional nominations may be made from the floor.
(7) Every other year on a date prior to commencement of the two-year term of office for its Regional AAPL Director under the AAPL By-Laws, the organization shall select such director by appointment of the President and confirmation shall be by majority vote of the Executive Committee. In the event such position should become vacant for any reason during any such two-year term, the same appointment and confirmation process shall be used to fill the position.
ARTICLE X
EXECUTIVE COMMITTEE
(1) The Executive Committee shall consist of all the duly elected Officers, the (10) elected Directors and the immediate past president.
(2) Ten (10) members of the Executive Committee shall constitute a quorum for the transaction of all business coming before it.
(3) The duties of the Executive Committee shall be as follows:
(a) To administer the affairs of the Association.
(b) To pass upon the eligibility and acceptance of applicants for membership. This duty may be accomplished through the Screening Committee as provided by Article V however, the Executive Committee shall make the final decision in case of controversy between applicant and Screening Committee.
(c) To have general supervision of the finances of the organization and approval of expenditures and to provide for an annual audit by the Audit Committee as provided by Article XIV.
(4) The Executive Committee shall have at least one (1) regular meeting each three (3) months to be called by the President and shall meet at such other times as may be deemed necessary by the President to properly conduct their duties, or upon petition by three (3) members of the Executive Committee.
(5) By a three-fourths (3/4) majority vote of the entire Executive Committee, the membership of any member of this association may be suspended or terminated for misconduct, delinquency in the payment of assessments, or failure to maintain eligibility requirements.
ARTICLE XI
DUES AND ASSESSMENTS
(Article XI(1) Revised May 18, 2006, to be Effective January 1, 2007)
(1) The annual dues assessed on active and associate members shall be sixty dollars ($60.00), payable on or before the first day of the beginning of the calendar year and the membership of a delinquent member shall automatically terminate at midnight on the 60th day from the beginning of the calendar year. A terminated member who wishes to again become a member of this Association must make a new application for membership paying dues for the entire calendar year. The said annual dues shall be suspended or reduced by the Executive Committee upon determination by said Committee that such payment is not necessary for the proper financing of the Association for the calendar year in which said dues are payable; provided, that annual dues for student membership shall be ten dollars ($10.00).
(2) Any applicant admitted for membership during the first six (6) months of any calendar year shall pay the full amount of dues assessed against all other active and associate members for such year; any applicant accepted for membership between July 1st and September 30th shall pay one-half (1/2) of such dues; any member accepted on and after October 1st, but prior to December 1st shall be excused from paying any dues during the current year in which such applicant is accepted, but shall, as a condition of acceptance, pay the full amount of dues assessed for the next ensuing year.
(3) The fiscal year of this organization shall begin July 1st.
(4) Special assessments may be made and will be effective only upon being passed by a vote of three-fourths (3/4) majority of the active members of the Association present and voting at any regular or special meeting provided that written notices of such meeting and special assessment proposed shall have been mailed to all active members at least ten (10) days prior to such meeting.
(5) Dues or special assessments shall not be refundable to a member for any purpose.
ARTICLE XII
ETHICS COMMITTEE
The Ethics Committee shall be responsible for upholding the ethical standards of the Association 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 members, all appointed by the current President with the concurrence of the current AAPL Director representing the HAPL. Initially, there will be two members for one service year terms; two members for two service year terms; and two members for three service year terms. Thereafter, succeeding Presidents, with the concurrence of the then current AAPL Director representing the HAPL, shall appoint two members for three year terms to replace the two members whose terms expire. The President shall designate the Chairman each service year and may designate alternate members for a hearing, who may serve in the place of absent Ethics Committee members for the purpose of conducting hearings as provided herein.
(1) Investigation
Written allegations of misconduct in violation of Article IV and/or Article V or any portion of these By-Laws shall first be submitted to the President of HAPL. Such allegations should be accompanied by a full statement of the evidence in support thereof. The President shall refer such allegations of misconduct to the Chairman of the Ethics Committee to examine the allegations. If in the judgment of said Ethics Committee there exists probable cause necessitating a hearing, it shall prepare and file with the Executive Committee a formal complaint against the accused member. Such complaint shall set forth in writing the misconduct complained of and the specific provisions of the Code of Ethics, By-Laws 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.
(2) Notice of Hearing
As soon as possible after the receipt of formal charges, the Ethics Committee shall fix the date and place for hearing and shall give to the accused member notice in writing mailed to him by registered mail at his last known post office address not less than 30 days before said date, accompanied by a copy of the formal charges and a copy of this Article.
(3) Hearing
On the date fixed for the hearing, the attendance of at least two-thirds (2/3) of the members of the Ethics Committee shall constitute a quorum for the conduct of the hearing provided in this section. The accused member may appear with legal counsel before the Ethics Committee, have the right to confront the accuser, hear any witnesses called in support of the charges and have the option to cross-examine the same, present witnesses of his own or submit oral or written statements in his own behalf. The Ethics Committee may likewise appear with legal counsel, present witnesses and have the right of cross-examination. The accused member may, by registered letter addressed to the Chairman of the Ethics Committee, postmarked not less than 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 hearing date. A written record shall be made a part of the hearing.
(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 charges. By a two-thirds (2/3) vote of those present the Ethics Committee shall decide which of the following actions shall be taken: (a) dismissal of complaint; (b) censure; (c) suspension for a stated period of time; (d) allowed to resign; (e) expulsion. If censure is the decision, the Chairman shall so notify the accused member in an appropriate manner and the Executive Committee shall be so notified.
(5) Appeal Procedure
The accused member shall have the right to file an appeal request with the Executive Committee of HAPL. Within 45 days after receipt of the notice of request for appeal, the Executive Committee shall fix the date and place for a hearing and shall give the appellant written notice by registered mail at the appellant’s last known post office address not less than 30 days before said date. On the date fixed for the hearing the attendance of at least two-thirds (2/3) of the members of the Executive Committee shall constitute a quorum for the conduct of the hearing. Proceedings of the hearing shall be at the direction of the Executive Committee. The decision by two-thirds (2/3) of those present shall render a judgment to sustain the decision of the Ethics Committee or render a different judgment. The decision of the Executive Committee shall be final.
(6) Period of Suspension
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 HAPL as though the individual had been a member thereof and (2) upon payment of current dues, which shall be prorated for the balance of the year.
(7) Resignation
Upon acceptance by the Executive Committee of the resignation of the accused member from the Association at any stage in the foregoing prescribed procedure, the proceedings shall be terminated automatically.
(8) Expulsion
The person who is expelled from the Association under these proceedings shall thenceforth be ineligible for reinstatement to membership except as stated in Section 9.
(9) Reapplication for Membership
An individual who has resigned under Section 7 or was expelled under Section 8 above shall be eligible to apply for reinstatement to membership three years following the date of resignation or expulsion. Reinstatement shall require approval by the majority of the Executive Committee after review and recommendation by the Membership and Ethics Committee.
STANDARDS OF PRACTICE
HOUSTON ASSOCIATION OF PROFESSIONAL LANDMEN
The By-Laws for the Houston Association of Professional Landmen (HAPL) provide that a Code of Ethics has been established to inspire and maintain a high standard of professional conduct, business principles and ideals for HAPL members. This standard of professional conduct and these guiding principles and ideals mandated by the Code of Ethics within the HAPL By-Laws are summarized as follows:
A Fair and honest dealing with landowners and the general public so as to preserve the integrity of the profession (Article IV, Section 1);
B Adherence to a high standard of conduct in fulfilling his fiduciary duties to a principal (Article IV, Section 2);
C Avoiding business activity which may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information (Article IV, Section 2);
D Performance of professional services in a competent manner (Article IV, Section 2);
E Adherence to any provisions of the By-Laws, Code of Ethics, or any rule, regulation, or order adopted pursuant thereto (Article V, Section 5);
F Avoiding the aiding or abetting of any unauthorized use of the title Certified Professional Landman (Article V, Section 6); and
G Avoiding any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as a landman (Article V, Section 6). *The masculine gender used herein shall refer to both men and women landmen. (*References are to the applicable Article and Section of the HAPL By-Laws.)
PREAMBLE
Under all is the land. Upon its wise utilization and widely allocated ownership depend the survival and growth of free institutions and of our civilization. The Code of Ethics shall be the basis of conduct, business principles and ideals for the members of the Houston Association of Professional Landmen.
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 Houston Association of Professional Landmen and such is its public trust.
Such standards impose obligations beyond those of ordinary trading. They impose grave social responsibility and a duty to which the landman should dedicate himself. A landman, therefore, is zealous to maintain and improve the standards of his calling and shares with his fellow landmen a common responsibility for its integrity and honor. The term Landman has come to connote competency, fairness, integrity and moral conduct in business relations. No inducement of profit and no instruction from clients can ever justify departure from these ideals.
In order to inform the members of the specific conduct, business principles and ideals mandated by the Code of Ethics, the Association has adopted the following Standards of Practice, and every member shall conduct his business in accordance therewith;
(1) In justice to those who place their interests in his care, a landman shall be informed regarding laws, proposed Legislation, governmental regulations, public policies, and current market conditions in his area of represented expertise, in order to be in a position to advise his employer or client properly (D,E).* (*References are to the foregoing summary of the standards of professional conduct and guiding principles and ideals mandated by the Code of Ethics and HAPL Bylaws.)
(2) It is the duty of the landman to protect the members of the public with whom he deals against fraud, misrepresentation, and unethical practices. He shall eliminate any practices which could be damaging to the public or bring
(3) In accepting employment, the landman pledges himself to protect and promote the interests of his employer or client. This obligation of absolute fidelity to the employer’s or client’s interest is primary, but it does not relieve the landman of his obligation to treat fairly all parties to any transaction, or act in an ethical manner (A,B).
(4) The landman shall not accept compensation from more than one principal for providing the same service, nor accept compensation from more than one party to a transaction, without the full knowledge of all principals or parties to the transaction (B,C).
(5) The landman shall not deny equal professional services to any person for reasons of race, creed, sex or country of national origin. The landman shall not be a party to any plan or agreement to discriminate against a person or persons on the basis of race, creed, sex or country of national origin (A,F).
(6) A landman shall provide a level of competent service in keeping with the standards of practice in those fields in which a landman customarily engages. The landman shall not represent himself to be skilled in nor shall he engage in professional areas in which he is not qualified, such as the practice of law, geology, engineering or other disciplines (D).
(7) The landman shall not undertake to provide professional services concerning a property or a transaction where he has a present or contemplated interest, unless such interest is specifically disclosed to all affected parties (C).
(8) The landman shall not acquire for himself or others an interest in property which he is called upon to purchase for his principal, employer or client without the consent of said principal, employer or client. He shall disclose his interest in the area which might be in conflict with his principal, employer or client. In leasing any property or negotiating for the sale of any block of leases, including lands owned by himself or in which he has any interest, a landman shall reveal the facts of his ownership or interest to the potential buyer (C).
(9) If a landman is charged with unethical practice or is asked to present evidence in any disciplinary proceeding or investigation, he shall place all pertinent facts before the proper authority of the Houston Association of Professional Landmen (E).
(10) The landman shall not accept any commission, rebate, interest, overriding royalty or other profit on transactions made for an employer or client without the employer’s or client’s knowledge and consent (B).
(11) The landman shall assure that monies coming into his possession in trust for other persons, such as escrows, advances for expenses, fee advances, and other like items, are properly accounted for and administered in a manner approved by his employer or client (B).
(12) The landman shall avoid business activity which may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information (C).
(13) The landman shall at all times present an accurate representation in his advertising and disclosures to the public (A).
(14) The landman shall not aid or abet the unauthorized use of the title “Certified Professional Landman”.
(15) The landman shall not participate in conduct which causes him to be convicted, adjudged or otherwise recorded as guilty by any court of competent jurisdiction of any felony, any offense involving fraud as an essential element, or any other serious crime.
ARTICLE XIII
PARLIAMENTARY RULES
Roberts’ Rules of Order (Revised) shall control at the regular and special meetings of the organization, unless suspended by the President, or presiding officer with approval of the majority of the members present.
ARTICLE XIV
AUDITS
(1) The Executive Committee shall direct the Audit Committee to audit the financial records of the Association at the end of each service fiscal year, such audit to be completed by September 30th of the current service year.
(2) The Audit Committee shall consist of the newly elected Treasurer and two (2) members. The two (2) members shall be elected by a vote of the majority of the five (5) newly elected Directors no later than July 15th of the current service year.
ARTICLE XV
AMENDMENT OF BY-LAWS
These By-Laws may be changed or amended only by a vote of three-fourths (3/4) majority of the members of the Association present and voting at any regular or special meeting, 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 XVI
NOTICES
(Revised April 17, 2007)
Except as provided in Article XII (Ethics Committee), all notices and other communication contained in these By-Laws may be made by courier, mail, or electronic communication commonly used by the organization to communicate with the membership or distribute periodic announcements (ie.: email or facsimile).