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PAGE 10                                                                ALABAMA PROPANE GAS ASSOCIATION
        Any eligible applicant may become an active member by making written application for such membership on a form to be supplied by
        APGA, upon approval by the Board of Directors and the payment of the appropriate dues as determined by the Board of Directors.

        Section 2.     Associate membership shall be available to any individual or business organization not qualifi ed for active member-
        ship who has a vested interest in the Industry. Associate members shall be entitled to all rights and privileges of membership in APGA
        with the exception of the right to vote, to serve on the Board of Directors, and to serve on committees. Lawyers, law fi rms and legal
        consultants shall not be eligible for membership.

        Section 3.     Honorary member shall be any person elected to such membership by the Board of Directors of the Association.
        Such membership shall be continuous until revoked by unanimous vote of the Board of Directors. Honorary members shall not be
        required to pay dues.

        Section 4.     Life member shall be a person who has been a continuous member of the Association for at least 20 years, who has
        retired from the Propane Gas Business, and who has been elected to such classifi cation by the Board of Directors of the Association.
        A life membership shall be revoked should the holder return to active participation in the propane business. Life members shall not be
        required to pay dues.

        Section 5.     Each member shall designate in its application the individual who will act as his or its executive representative in
        the aff airs of APGA.   Any active member or associate member may change its representative at any time by a written notice to the
        Executive Director, naming the new representative.

        Section 6.     Any member may be terminated from the Association for cause by the unanimous vote of the Board of Directors.

        Section 7.     The annual membership meeting of APGA shall be held each year at the Annual Convention. The membership shall
        be given written notice of the time and place of such annual meeting at least thirty (30) days prior to the meeting.

        Section 8.     Government-subsidized monopolies and their subsidiaries and affi  liates that leverage that monopoly in the retail
        propane market are ineligible for membership.

                       (A)    Leveraging a government-subsidized monopoly in the retail propane market includes, but is not limited to,
        the following anti-competitive practices: cross-subsidization, cost-shifting, consumer misinformation, and/or attempted monopoly of
        markets for home and water heating fuels.

                       (B)    Any subsidiary or affi  liate of a government-subsidized monopoly that is deemed ineligible for membership
        by this requirement may appeal to the Board of Directors and shall be aff orded a reasonable opportunity to demonstrate that its opera-
        tions in the retail propane market do not include, and are not benefi tted by, any anti-competitive practices as proscribed by this section.

        Section 9.     Affi  liate membership shall be available to any company holding a Class “C”, “F” or “F-1” Permit issued by the
        Alabama LP Gas Board.  Affi  liate members shall be entitled to all rights and privileges of membership in APGA with the exception of
        the right to vote, to serve on the Board of Directors and to serve on committees.


        ARTICLE VII - DISTRICTS

        Section 1.     There shall be four districts in the State. The geographical boundaries of the Districts shall be as shown on the Map
        of Alabama which is attached to and made a part of these By-Laws. The Districts shall be the Northeast, Northwest, Southeast, South-
        west.

        Section 2.     The geographical boundaries of the Districts can be changed by a 2/3’s vote of the Board of Directors.

        Section 3.     Each district shall hold a minimum of one meeting per year.

        ARTICLE VIII - INSURANCE AND BANKING

        Section 1.     Any APGA offi  cer or employee designated by the Board of Directors shall be insured by a fi delity bond in such
        amount as the Board of Directors shall deem necessary and the cost shall be paid by APGA.

        Section 2.     The bank or banks used as depositories by the APGA Treasurer shall be designated by the Board of Directors. All
        funds coming into the possession of, and belonging to APGA, shall be deposited in said bank(s). Withdrawals from the account shall
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