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ALABAMA PROPANE GAS ASSOCIATION PAGE 13
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 offi cial capacity, is named as a defendant, to the
extent allowed by the Alabama Nonprofi t Corporation Act. The Members of the Board shall be reimbursed and indemnifi ed 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 Nonprofi t 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 person-
al property by the Board or the execution of any contract by the Board when the board member has a fi nancial or personal benefi cial
interest, either directly or indirectly, in said property or fi nancial 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-profi t 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