ARTICLE 1
Section A. NAME. The name of the organization shall be “Landman’s Association of North Dakota, Inc.”
Section B. LOCATION. The headquarters of the organization shall be in the City of Bismarck, County of Burleigh, State of North Dakota.
Section C. PURPOSE. The purpose of the organization shall be:
1. Educational
2. Social

ARTICLE 2
Section A. MEMBERSHIP. Membership in this organization shall be limited to the following:
1. ACTIVE MEMBERS. Professional landpersons regularly engaged in petroleum land work. Where salaried, his employer must be regularly engaged in the oil and gas business. Once qualified under this section, eligibility under this subsection shall not be affected by location, classification of employment, departmental or managerial assignment. Nothing in this subsection is to deny active membership to those having
supervision of those engaged in petroleum work.
2. ASSOCIATE MEMBERS. Persons who are associated with petroleum land work. Associate members shall have all the rights and privileges of Active Members except the rights of voting and holding office.

ARTICLE 3
Section A. MEETINGS. Meetings of this organization may be held at such time and place as may be designated by the Board of Directors. One meeting shall be held prior to June of each year for the purpose of election of officers for the ensuing year as provided under Article 5. Notice of meetings may be given by mail or telephone.

ARTICLE 4
Section A. OFFICERS. The officers of this organization shall be a President, Vice-President, Secretary and Treasurer (which two offices may be combined), all of whom shall be elected annually.
Section B. DUTIES OF OFFICERS. The duties of each officer are as follows:
1. The President- to preside at all meetings of the organization; to appoint chairpersons and committees except the Board of Directors of which the President will be the Chairperson; to supervise and execute all duties necessary in connection with the activities of the organization.
2. The Vice-President- to discharge the duties of the President in the event of his or her absence.
3. The Secretary- to keep a true and perfect record of all minutes of each meeting and to notify the members of any special meeting or other organization activity.
4. The Treasurer- to collect all dues and assessments from all members of the organization and maintain accurate records thereof; to pay all expenses of the organization, when such payment shall have been first authorized by the Board of Directors; to prepare financial statements correctly reflecting the financial condition of 2 the organization at any time when so directed by the President or by the Board of Directors.
Section C. BOARD OF DIRECTORS. The Board of Directors shall consist of the duly elected officers and three immediate past presidents of the organization who are in regular standing. The Board of Directors shall be elected at the same time and in the same manner as prescribed for the election of officers. The members of the Board of Directors shall serve for a period of two years, the same to run concurrently with that of the officers of the organization. Three members of the Board of Directors shall constitute a quorum for the transaction of all business regularly coming before it. Vacancies on the Board of Directors shall be filled in the same manner as prescribed for the filling of vacancies of offices in Article 5.
Section D. DUTIES OF THE BOARD OF DIRECTORS. The duties of the Board of Directors shall be as follows:
1. To pass upon the eligibility of applicants for membership.
2. To have general supervision of the finances of the organization.
3. To plan the program of the regular meetings and/or to suggest to the President the appointment of special entertainment committees.
4. To call meetings.

ARTICLE 5
Section A. ELECTION OF OFFICERS. Officers shall be elected every two years at the meeting held during June or the closest meeting held prior to June for the purpose of electing officers. The officers shall be elected by a majority of the members present and voting at such meeting. The terms of office for the officers of the organization shall be for a period of two years; provided, however, that all officers shall serve until such time as their respective successors have been duly elected. In the permanent absence of any officers, the unexpired term of such absent officer may be filled by election at any regularly called meeting of the organization. No officer shall be nominated for or elected to the same office for two consecutive terms without his or her consent.

ARTICLE 6
Section A. DUES AND ASSESSMENTS. The annual dues assessed all members for membership shall be Ten Dollars ($10.00)*. The dues or any part thereof may be suspended when the Board of Directors finds that such payment is not necessary for the proper financing of the Association for the period suspended, except that new members admitted during each such suspension shall be required to pay dues for the year of their admission to membership. Each fiscal year shall begin on January 1st. Special assessments may be made and will be effective only upon being passed by a vote of three-fourths majority of the active members of the organization present and voting at any meeting, provided that written notice of such meeting and the special assessment proposed shall have been mailed to all active members at least one week prior to such meeting.

ARTICLE 7
Section A. CODE OF ETHICS. The Code of Ethics shall be the basis of conduct, business principles and ideals for the member of the Landman’s Association of North Dakota; 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 the possible disciplinary action as prescribed in Article 8, Section 3, 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 be 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 Landman’s Association of North Dakota and such as its public trust.
* Dues were increased to $25.00 by majority vote of membership at 11-06-90 L.A.N.D. Meeting.
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 goodwill between the industry and the public. The landmen, in his/her dealing with landowners and others outside the industry, shall conduct himself/herself 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 and energy industries shall be kept at a high level with a careful adherence to established rules of honesty and courtesy. A landman shall not betray his/her employer’s (or client’s) trust by directly turning confidential information into personal gain. The landman shall exercise the utmost good faith and loyalty to his/her employer (or client) and shall not act adversely or engage in any enterprise in conflict with the interest of his/her employer (or client). The landman shall represent to others his/her area of expertise and shall not represent himself/herself to be skilled in a professional area in which he/she is not professionally qualified.

ARTICLE 8
Section A. TERMINATION OF MEMBERSHIP.
1. Resignation: A member may offer his/her resignation in writing at any time and his/her resignation shall be effective on the date it is accepted by the Board of Directors.
2. Failure to Pay Dues: If a member fails to pay the annual dues within 90 days after notice thereof, his/her membership shall be terminated.
3. Automatic Suspension and Expulsion: Membership in the Association shall be suspended should a judgment of conviction in a State or United States Federal Court be imposed upon any member for a crime defined as a felony (or its equivalent) under the law of convicting jurisdiction and the member shall be expelled upon a final judgment of conviction. Any member that is also a member of the American Association of Petroleum Landman (AAPL) and is suspended or expelled from AAPL membership for violations of the AAPL Code of Ethics shall likewise be suspended or expelled from LAND membership.
4. Reapplication for Membership: An individual who was expelled under paragraph 3 above shall be eligible to apply for reinstatement to membership three years following the date of expulsion. Reinstatement shall require approval by two-thirds of the members present at any meeting of the organization in which the reapplication is presented.
5. Notice of Action: Notice of every suspension or expulsion under paragraph 3 of this Article shall be reported to the membership and recorded in the minutes of a meeting of the organization.

ARTICLE 9
Section A. PARLIAMENTARY RULES. Robert’s Rules of Order, Revised, shall control at the regular and special meetings of the organization.

ARTICLE 10
Section A. Amendments. These By-Laws may be changed or amended by a vote of a majority of the members present at any meeting of the organization.