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PAGE 8                                                                 ALABAMA PROPANE GAS ASSOCIATION


                                        ALABAMA PROPANE GAS ASSOCIATION, INC,
                                                        BY-LAWS

              ARTICLE I - NAME

              The name of the Corporation shall be the ALABAMA PROPANE GAS ASSOCIATION, INC  (APGA), and its principal
              office shall be located in the state of Alabama.

              ARTICLE II - PURPOSE

              The purpose of the Corporation shall be to promote the general welfare of the Propane Gas Industry, as defined and
              outlined in these By-Laws and in the Articles of Incorporation: to promote and develop the propane gas industry in the
              State of Alabama and to coordinate its activities so that it may serve the best interests of the public, to promote safety,
              awareness, education, competence and professionalism in the work place, to increase the effectiveness of the propane
              gas industry in the State of Alabama for the benefit of the consumers, distributors and producers of propane gas, to
              enhance the highest efficiency of production, distribution, utilization and marketing in the propane gas industry and to
              collect, coordinate and disseminate ideas and information for this purpose, to promote closer relations and cooperation
              at all levels of the propane gas industry, to advance knowledge and learning in the industry and to stimulate marketing
              and research, especially as it applies to the propane gas industry, to cooperate with other organizations in efforts toward
              economic advancement, safety, conservation and standardization.

              ARTICLE III - DEFINITIONS

              Section 1.    The letters APGA shall be the symbolic abbreviation of the ALABAMA PROPANE GAS ASSOCIATION,
              INC.

              Section 2.    The term "Industry" is defined to mean the business of manufacturing, selling and distributing propane
              gas and its related equipment and services.

              ARTICLE IV - OFFICERS

              Section 1.    The elected officers of APGA shall be a President, a Vice President, and a Secretary/Treasurer. The
              officers shall be members of the Board of Directors.

              Section 2.    The President shall be the chief elected officer of APGA and shall preside at all meetings of the
              Executive Committee and the Board of Directors.

              Section 3.    During the absence of the President, the Vice President shall perform the duties of the President. The
              Vice President shall be chairman of the Site Selection Committee.

              Section 4.    The Secretary/Treasurer shall keep an accurate record of all events occurring in annual meetings,
              special meetings and Board meetings, subject to approval of the Board of Directors at the next regular meeting. The
              Secretary/Treasurer  shall also have custody of the funds and assets of APGA and shall maintain proper records of
              account, which shall be available for inspection by any member under the direction of the Board of Directors. He shall
              make financial reports to the Board of Directors and at annual meetings or special meetings as directed by the Board of
              Directors. He shall also serve as chair of the Finance and Budget Committee.

              Section 5.    The President, Vice President, Secretary/Treasurer, and NPGA Director shall receive no salary or other
              compensation for their services except for reimbursement of personal expenses incurred with the prior approval of the
              Board of Directors.

              Section 6.    The duties of the officers shall be such as their titles, by general usage, would indicate, and such as
              required by law, and such as is assigned to them by these By-Laws.
              Section 7.    No APGA officer shall hold the same office for more than two (2) consecutive terms in the same office.

              ARTICLE V - BOARD OF DIRECTORS

              Section 1.    Each elected member of the Board must be an owner or employee of an active member and reside in
              Alabama or whose territory includes Alabama. All the affairs of APGA shall be managed by a Board of Directors.
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