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ALABAMA PROPANE GAS ASSOCIATION PAGE 13

Section 3. All elections of officers and members of the Board of Directors shall be by secret ballot, and all
members entitled to vote shall cast one vote for each such office to be filled. When there is but one candidate nominated
for office, by unanimous vote the secret ballot may be dispensed with.
Section 4. The nominee for each office who receives the most votes shall be elected.

Section 5. An absentee ballot may be requested by any APGA member prior to any regular or special election.
The ballot must be returned to the APGA office at least ten days prior to the election date in order to be counted.
Section 6. Proxy votes, voting privileges given to one member by another, will not be permitted.

Section 7. The election of district directors shall be held at least two (2) months prior to the annual meeting.
Requests for nominations for district directors shall be mailed to each member. Nominations may be any active owner
or employee of any active member who resides in that district.
Section 8. The elected Board of Directors shall take office immediately following the annual membership meeting.

ARTICLE XII - VACANCIES

Vacancies arising through death, resignation or other in the membership of the Board of Directors shall be immediately
filled by the Board of Directors by majority vote at a meeting where a quorum is present. The director selected shall be
chosen from the same geographic area that the retiring director represented and shall serve through the remainder of the
term left vacant. Vacancies arising in the officers of APGA shall be filled immediately by the Board, from qualified
members, with a three-fourths majority vote of the Board needed.

ARTICLE XIII - FISCAL YEAR

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Section 1. The fiscal year of APGA shall end the 31 day of December of each year.
Section 2. There shall be an annual compilation, review or audit by a Certified Public Accountant of the affairs of
APGA. The examination method shall be at the discretion of the Board.

ARTICLE XIV -AMENDMENTS
Section 1. The By-Laws may be changed, amended, supplemented or repealed with thirty (30) days' notice as
follows:

The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote through a mail-in ballot of Active Membership. Proxy ballots will not be allowed. Written notice setting forth the
proposed amendment or a summary of the changes to be effected thereby shall be provided to each member entitled to
vote. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes cast by the Active
Membership.

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 defendant, 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.