The purpose of this association shall be to promote practical and technical knowledge in the areas of distribution and related business areas. This is to be accomplished through educational and informational programs as well as internal networking.

*Definition of Distribution- the management of movement, inventory control, protection and storage of raw materials and processed or finished goods to and from the production facilities with the economic focus being upon time and place utility.

ARTICLE 3: STRUCTURE

Section 1: This association shall be non-shareholding, noncommercial, nonprofit, nonpartisan, and non-bargaining.

Section 2: This organization is not formed for pecuniary gain or profit, and does not contemplate pecuniary gain or profit to members of officers thereof; and no part of the earnings of the organization shall inure to the benefit of any member or officer thereof, or any private individual, with the exception of the scholarship program.

ARTICLE 4: MEMBERSHIP

There shall be three classes of membership:

Active, Associate and Honorary

Section 1:

A) Active Membership shall be granted to all persons actively engaged in the distribution of gas liquids products in the petroleum industry.

B) Application for active membership shall be submitted to the membership committee and approved by the Board of Directors.

C) Members in good standing who cease to be eligible for active membership shall be allowed to retain active membership for the remainder of the association year.

Section 2:

A) Associate Membership shall be granted to charter members and past association presidents who are no longer eligible for active membership.

B) Associate membership may also be granted to members in good standing who are no longer eligible for active membership.

C) A member eligible for associate membership shall notify the Board of Directors, in writing, of their change in status and their desire for associate membership. The Board of Directors shall act upon such application and once conferred, such membership may be retained by payment of the annual dues.

Section 3:

A) Honorary Membership may be granted to those whom the organization may wish to confer special distinction in recognition of outstanding service to the organization. (See Addendum I)

B) Nomination for honorary membership shall be submitted to the Board of Directors for consideration and would need a 2/3's vote of approval by the Board; then such honorary membership shall be conferred at the next meeting of the association. Membership fees are waived.

Section 4: All classes of membership are entitled to one vote. Membership shall be terminated when any member is delinquent in financial obligations or is otherwise ineligible. Membership of a member considered undesirable may be terminated by a 2/3's vote of the Board of Directors only after a thorough investigation and provided such member shall have been afforded an opportunity to be heard.

ARTICLE 5: BOARD OF DIRECTORS

Section 1: The officers and directors and immediate past president shall constitute Board of Directors.

Section 2: The Board of Directors shall be the administrative body of the association, shall have the authority to act in any and all matters pertaining to the association, and shall exercise general control and supervision over all association officers and committees.

Section 3: The officers of the organization shall be: President, Vice President (or more than one as the directors may elect), Recording Secretary, Corresponding Secretary and Treasurer.

Section 4: There shall be one director for every ten (10) members (or 10%) of the prior year’s membership. (Example: 136 members equal 13 directors.)

ARTICLE 6: DUTIES OF BOARD MEMBERS

Section 1: President shall be Chairman of the Board of Directors; shall preside at all meetings of the Board of Directors and of the organization; and shall appoint all committees. Two officers shall approve all checks over $2,500.00 jointly, and shall perform such additional duties as may be required by the office. Shall review and update by laws, as needed, with BOD approval. The President shall be responsible for fielding questions from GLDA members and providing answers, responses and information on website

Section 2: Vice President shall assume the duties of the President in the President’s absence. The Vice President shall serve as the chairman of the program committee. Vice President shall assume the duties of the President in the President’s absence. The Vice President shall serve as the chairman of the program committee. The Vice President shall succeed to the Presidency in case of vacancy in that office. The Vice President shall assist the President with fielding questions from GLDA members and providing answers, responses and information on web site.

Section 3: Recording Secretary shall keep a factual and unbiased record of the proceedings of all meetings of the Board and the association. This office shall have custody of the bylaws and all organization records not specifically assigned to another office.

Section 4: Corresponding Secretary shall, with the web master, issue all authorized notices to the membership, and shall carry on all the outside correspondence of the association by e-mail notification or posting on web site.

Section 5: Treasurer shall collect and disburse all funds of the association as directed by the Board; shall be authorized to independently sign checks up to $1,000.00; shall furnish the board of Directors with statements of income and expenditure as requested.

Section 6: Directors shall serve as members to one or more committees and shall serve as liaison between such committees and the Board.

Section 7: Immediate Past President shall act as an advisor to the President and other members of the Board.

ARTICLE 7: TERM OF OFFICE AND VACANCIES

Section 1: The term of office for directors shall be for two years commencing with the first day of the association’s year.

Section 2: No member shall hold the same office for more than two (2) terms in succession, and no member shall hold more than one office concurrently.

Section 3: In the event of a vacancy in any office, other than the Presidency, such vacancy shall be filled for the remainder of the unexpired term by a person elected by a 2/3's vote of the Board of Directors. Vacancies within the Board of Directors shall be filled only if the current membership total is in excess of ten (10) times the number of remaining directors. New directors shall be elected by a 2/3's vote of the Board of Directors.

Section 4: Should an officer or director leave the employ of the industry, such officer or director shall have a period of ninety (90) days in which to again secure employment within the Gas Liquids Distribution section of the industry. Failure to do so shall create a vacancy which shall be filled as provided in Section 3.

ARTICLE 8: MEETINGS

Section 1: Regular meetings shall be held quarterly, the time and place to be given through written notice.

Section 2: Special meetings may be called by the President, by a majority of the Board of Directors, or upon written request of 25% of the voting members, provided all members are notified in writing of the time, place and purpose of such a meeting. No matter shall be considered at a special meeting except that stated in the call to the meeting. Except in cases of emergency, at least ten (10) days notice shall be given.

Section 3: The 4th quarter meeting shall be designated the annual meeting at which time the elections for the following year shall be held and installed.

Section 4: Meetings (physical gathering or electronically) of the board shall be held quarterly at a time and place agreeable to all members.

Section 5: Where any association function or meeting requires advance reservations, each member who makes reservation for such function or meeting shall be responsible to the association for the full cost of the reservation unless canceled at least forty-eight (48) working hours before the scheduled function or meeting.

ARTICLE 9: QUORUM

Section 1: The majority of the voting members present shall constitute a quorum at a meeting of the association.

Section 2: Two-thirds (2/3's) of the board members shall constitute a quorum at a meeting of the board.

ARTICLE 10: NOMINATIONS & ELECTIONS

Section 1: Directors shall be elected by ballot at the 4th quarter meeting by a majority of all votes cast, a quorum being present, shall constitute an election.

Section 2: Officers will be elected by a quorum of the newly elected directorial body.

Section 3: Members of the Board of Directors and officers shall assume their duties of the first day of the association year following their election.

ARTICLE 11: DUES

Section 1: No initiation fees shall be assessed.

Section 2: Annual dues shall be $25.00 and are due on the first day of the association year. Dues paid after the yearly cutoff date shall be $35.00 except in the instance of members new to the industry.

Section 3: Dues and membership status are considered the property of the sponsoring companies. Members leaving sponsor companies do not take their memberships with them. Sponsor companies are to designate member replacement in the event of employee changes.

ARTICLE 12: ASSOCIATION YEAR

This shall be from January 1 to December 31, inclusive.

ARTICLE 13: COMMITTEES

The standing committees shall be:

Golf

Program

Scholarship

Tulsa Event

The duties of these committees shall be as follows:

Golf

Responsible for organizing committee members to arrange for annual GLDA golf tournament(s); Including management of fees paid, donations solicited, and all related disbursements.

Program

Responsible for preparing tentative programs covering the current year and getting speakers for the regularly scheduled meetings with Vice President.

Scholarship

Responsible for the selection of the GLDA Scholarship recipient(s). The committee shall consist of a chairperson and three other members, one of whom is not within the Gas Liquids Industry.

Tulsa Event

Responsible for coordinating Tulsa Event.

ARTICLE 14: POLICY

Section 1: Paid advertisements or subscriptions outside the association shall not be accepted for association publications.

Section 2: No member shall use or cause to be used the name of the association for personal profit.

Section 3: The association roster is for the exclusive use of members.

Section 4: To assure the non-shareholding, noncommercial, nonprofit, nonpartisan, and non-bargaining provisions of Article 3 of these bylaws, this association may not participate in any activity which may be interpreted as a violation of these principles, nor shall its publication reflect views contrary thereto.

Section 5: No member of this association shall ever be held liable for the contract, fault, neglect, or debts of said association in any further sum than the unpaid balance, if any, due by them or their annual dues, or due by them for dinners or other fees as they may have obligated themselves to.

Section 6: Eligibility: An applicant must be employed full-time and engaged in the gas liquids industry.

Section 7: Members are encouraged to invite prospective members to attend regularly scheduled meetings.

Section 8: All committee chairmen are responsible to the Board of Directors for money collected or spent under their direction. Each expenditure properly classed as association business must be supported by sales tickets, invoices, etc. All checks for dues, reservations, etc., shall be made payable to Gas Liquids Distribution Association.

Section 9: The Board of Directors shall have authority to approve an expenditure of $100.00 or less; however, no single expenditure exceeding $100.00 shall be made without prior approval of membership, the exceptions being payment of reservations of dinner, hall rental, postal box rental and/or presentation expenses.

Section 10: The activities of the association shall comply in all respects with applicable laws, including without limitation the U.S. anti-trust laws.

Section 11: A GLDA Scholarship program shall be administered yearly, providing that available funds are in the treasury. The Board of Directors shall decide the amount and the number of scholarship awards. Scholarship applications shall be sent to all members for distribution to applicants related to a GLDA member. Recipients shall be excluded from applying the following year.

ARTICLE 15: RULES OF ORDER

“Roberts Rules of Order, newly revised” shall be the parliamentary authority in all matters of procedure not specifically covered by the bylaws.

ADDENDUM I

The following individuals have been granted honorary membership to the Gas Liquids Distribution Association as of January 1, 1999.

1. Helen Johannes

2. Jack Plummer - Additionally receives invitation and gratis admittance to the Houston Golf Tournament

3. Elphine Blaschke