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ALABAMA PROPANE GAS ASSOCIATION                                  PAGE 11
        Section 2.   By-Laws and/or amendments thereto and amendments to the Articles of Incorporation shall be sent to all members
               by the Executive Director not later than thirty (30) days following the enactment thereof�
        ARTICLE XV - PROCEDURE
        Section 1.   The substance of any resolution to be introduced at any annual meeting or special meeting, called in accordance
               with the Articles of Incorporation and By-Laws, shall be submitted in writing to the Executive Director not less
               than ten (10) days in advance of the meeting where it shall be introduced�
        Section 2.   Robert’s Rules of Order, latest edition, shall be recognized as the authority governing any meeting of APGA or its
               committees when not in conflict with its Articles of Incorporation or By-Laws.
        ARTICLE XVI - INDEMNITY
        The Members of the Board shall be reimbursed by APGA for all actual reasonable and necessary expenses incurred in defense
        of any legal action in which APGA and/or the Board Member, either in his individual or official capacity, is named as a de-
        fendant, to the extent allowed by the Alabama Nonprofit Corporation Act. The Members of the Board shall be reimbursed and
        indemnified by APGA for any damages they may become liable to pay to any third party as a result of a settlement pre-approved
        by a majority vote of the Board Members, of any such legal action or as a result of a judgment or order entered in any such
        action, to the extent allowed by the Alabama Nonprofit Corporation Act.
        ARTICLE XVII-CONFLICTS OF INTEREST PROHIBITED
        Employment by APGA of any member of the Board of Directors in any other capacity is prohibited� No member of the Board
        of Directors shall participate in discussions or voting by the Board of Directors with regard to the purchase or sale of any real or
        personal property by the Board or the execution of any contract by the Board when the board member has a financial or personal
        beneficial interest, either directly or indirectly, in said property or financial transaction. Members of the Board of Directors
        are prohibited from accepting gifts from any person, agency, or company doing, or desiring to do, business with APGA� All
        business-related gratuities are prohibited except items of nominal value�
        ARTICLE XVIII - DISSOLUTION
        Section 1.   APGA shall exist perpetually until dissolution and/or termination pursuant to law�
        Section 2.   Upon dissolution, all assets of APGA shall be liquidated, all debts and obligations shall be paid and all
               remaining funds shall be disbursed to one or more non-profit organizations having purposes the same as or similar
               to the purpose of APGA, which organization(s) shall be designated by two-thirds (2/3) majority vote of the Board
               of Directors present and subject to approval of the majority of the membership� Under no circumstances shall
               assets of APGA be dispersed to any of the members thereof�
           Major Amendment July 2, 1998; Amended November 28, 1999; Amended April 29, 2005; Amended August 22, 2006;
                   Amended November 17, 2014; Amended November 15, 2017; Amended November 16, 2018





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