Association By-Laws

ARTICLE I - Name, Office and Government

1. The name of this Corporation shall be "Gas Processors Association."

2. The principal office of the Corporation shall be located in the City of Tulsa, County of Tulsa, State of Oklahoma. The Corporation may have such other offices, either within or without the State of Oklahoma, as the Board of Directors may from time to time determine or as the business of the Corporation may from time to time require.

3. The registered office of this Corporation in the State of Oklahoma shall be located in the City of Tulsa, County of Tulsa, unless moved elsewhere by majority vote of the Board of Directors. The address of the registered office may be, but need not be, identical with that of the principal office of the Corporation in the State of Oklahoma, and the address of the registered office may be changed from time to time by the Board of Directors.

4. This Corporation is a non-profit corporation organized under the laws of the State of Oklahoma.

5. The Corporation shall be governed by its Articles of Incorporation and it By-Laws.

6. Interpretation of any portion of these By-Laws shall rest with the Board of Directors.

7. Except as otherwise expressly indicated herein, the term "Association," wherever used in these By-Laws, shall mean this Corporation. The use of that term in reference to this Corporation or as a part of its name shall not alter or be construed as changing or affecting the Corporation's legal status as a duly incorporated non-profit corporation.

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ARTICLE II - Officers

The officers of this Association shall be a President, President-Elect, three Vice Presidents, an Executive Director-Treasurer, a Secretary and Board of Directors whose members shall consist of the President, President-Elect, and three Vice Presidents and those additional Directors selected under the provisions of Article V hereof.

ARTICLE III - Executive Committee

The Executive Committee shall be composed of the President, President-Elect, the three Vice Presidents and the immediate past President. Its chairman shall be the President. The immediate past President need not be a member of the Board of Directors. This committee shall exercise all of the powers of the Board of Directors at times when the Board is not in session as to routine affairs of the Association. Its acts shall be subject to approval of the Board of Directors. A meeting of the Executive Committee shall be called by the Executive Director or the Secretary, upon the request of the chairman or upon the written request of two members of that committee.

ARTICLE IV - Election of Officers - Vacancies

1. The President, President-Elect and three Vice-Presidents of this Association shall be elected at the annual meeting of this Association at which this Article is adopted by mail vote as provided in Article XXI hereof, then at the first annual meeting thereafter. At each succeeding annual meeting successors shall be elected for the President, President-Elect and Vice Presidents. These officers shall enter upon the performance of their duties at the conclusion of such annual meeting and shall continue in that capacity through the next succeeding annual meeting. At the discretion of the Nominating Committee, the President and President-Elect shall be eligible for election to a maximum of two one-year successive terms. Any Vice President who has served two successive one-year terms shall not be eligible for re-election as Vice President until at least one year has elapsed. The President, President-Elect and three Vice-Presidents shall each be the designated official representative of an Active Member. A member shall have only one official representative.

2. The members of the Board of Directors shall hold office for the terms set forth in Article V.

3. The Executive Director-Treasurer and the Secretary shall be elected by the Board of Directors at its first meeting following each annual meeting of this Association.

4. In case of a vacancy of any elective office, a successor to fill such vacancy for the unexpired term may be elected by the Board of Directors at its next meeting.

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ARTICLE V - Selection of Directors

Existing directorships shall be declared vacated as of the annual meeting at which this Article is adopted or, if this Article is adopted by mail vote as provided in Article XX hereof, then at the first annual meeting thereafter.

1. Directors shall be elected from the Active Membership as follows:

a. At said annual meeting, twenty-one (21) Directors shall be elected, seven Directors for a one-year term, seven for a two-year term and seven for a three-year term.

b. At the second annual meeting of this Association following adoption of this Article, and at each succeeding annual meeting, seven Directors shall be elected for a term of three years, to replace those Directors whose terms are expiring.

2. Each Active Member whose dues base is such that it pays the maximum dues shall be a member of the Board of Directors for each year in which it so qualified.

3. The President, President-Elect and three Vice Presidents shall be ex-officio members of the Board.

In the event a Director elected under Section 1 subsequently qualifies under Section 2 of this Article a successor shall be elected by the Board at its next meeting to fill the unexpired term. The term of any member of the Board under Sections 1 or 2 shall not terminate during such period as its official representative is President, President-Elect or a Vice-President. A member shall be entitled to only one official representative and one vote on the Board.

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ARTICLE VI - Nominating Committee

Not less than thirty days prior to each annual meeting of this Association, the President shall appoint a Nominating Committee composed of the official representatives of five Active Members. Said Nominating Committee shall:

1. At the first Nominating Committee meeting, prior to the annual meeting at which Articles IV and V are adopted, or prior to the first annual meeting following the adoption of said Articles, the Committee shall:

a. Select from the list of official representatives of Active Members, one individual as the nominee for office of President, one individual as nominee for office of President-Elect and one individual as the nominee for each of the three offices of Vice President. No more than one nominee may represent the same member.

b. Select from the list of Active Members, who will not be otherwise serving on the Board or a nominee for a position, twenty-one (21) nominees for elective positions on the Board of Directors, their terms of office to be set forth in paragraph a., Section 1, of Article V and,

2. At each subsequent annual committee meeting the then appointed Nominating Committee shall:

a. Select from the list of official representatives of Active Members, one nominee each for the office of President and President-Elect and one nominee for each of the three offices of Vice President. A member may be represented by one officer of the Association and if so represented, then that officer must be its official representative.

b. Select from the list of Active Members, who will not be otherwise serving on the Board or a nominee for a position, seven nominees for elective positions on the Board of Directors for three-year terms.

At each annual meeting of this Corporation, next following the meeting of the Nominating Committee, the Chairman of said Committee, or his appointed representative, shall place in nomination the selected nominees for the positions of President, President-Elect and the three Vice-Presidents. Following the conclusive vote by the membership for these positions, he shall place in nomination the selected nominees for positions on the Board of Directors.

Additional nominations for these positions, of qualified representatives or members, may be made from the floor by the official representative of any Active Member present at such annual meeting.

The affirmative vote of a majority of the official representatives of Active Members present shall be necessary to elect any President, President-Elect, Vice President or Director. Vote may be made by ballot or acclamation.

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ARTICLE VII - Duties of President

The President shall preside at all meetings of this Association, Board of Directors and Executive Committee, and shall call special meetings on a written request of a majority of the Board of Directors, or the official representatives of any five Active Members of this Association, and perform such other duties as are made usual and necessary in such position by parliamentary usage.

ARTICLE VIII - Duties of President-Elect and Vice Presidents

The President-Elect shall preside and act for the President in his absence. In the event the President-Elect is unable to act, the President shall designate a Vice President to act in his stead. In case the President is unable to designate, the Board of Directors shall make the designation. The Vice Presidents shall have such duties as may be assigned to them by the President.

ARTICLE IX - Duties of Executive Director-Treasurer and the Secretary

1. Executive Director-Treasurer

As Treasurer he shall receive all funds paid into the Association and shall deposit same in a banking institution designated by the Board of Directors and located in the city in which this Association has its headquarters. He shall disburse said funds as and in the manner directed by the Board of Directors. He shall give bond, if so required by the Board of Directors, in such sum as the Board may fix, the premium for such bond to be paid by this Association. His accounts shall be audited annually or at such time and in such manner as the Board of Directors shall order.

He shall file at the bank the signature of each member of the Finance Committee and, in case of emergency through sickness or absence from the city of the Treasurer, the Committee shall have the power to issue drafts on this Association when signed by any two members of this Committee.

He shall keep the members of the Finance Committee advised from time to time of the financial condition of this Association.

He shall be in charge of employing such personnel and/or employees as may be required to properly conduct the affairs of this Association and with the concurrence of the Board of Directors exercise control and supervision over the business affairs of this Association. In addition, he shall perform such other duties as may be directed by the Executive Committee.

2. Secretary

The Secretary shall record the proceedings of this Association and Board of Directors at annual and called meetings and preserve such records, together with all correspondence of this Association.

Unless otherwise directed by the Board of Directors, he shall render written and detailed reports of business transacted by the Board of Directors at the annual and called meetings and at such other times as called for by the Executive Committee.

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ARTICLE X - Duties of Directors and Executive Committee

The Board of Directors shall have control and supervision over the affairs and policies of this Association and shall be vested with title to all property of this Association and shall have supervision and control over the collection and disbursement of funds and property belonging to this Association and shall be authorized to incur such additional expense as may be necessary to properly conduct the affairs of this Association. The Executive Committee shall fix the salary to be paid the Executive-Director-Treasurer, Secretary, and such other employees as may be required to properly conduct the affairs of this Association.

ARTICLE XI - Qualifications and Classes of Membership

Membership in this Association shall consist of three classes, Active, Associate and Honorary. Each member shall designate one individual from its organization as its official representative in Association affairs. Only Active Members shall be voting members. Any individual partnership, association, firm or corporation who qualifies and joins this Association shall be subject to the Articles of Incorporation and By-Laws of this Association.

1. Active Members

a. Any individual, partnership, association, firm, or corporation owning one or more gas processing plants wherein liquid hydrocarbons are recovered or extracted from natural gas, or owning a participating interest therein; or

b. Any individual, partnership, association, firm, or corporation owning one or more processing plants wherein synthetic gases are produced from liquid hydrocarbons, coal, and/or other feedstocks, or owning a participating interest therein; or

c. Any individual, partnership, association, firm or corporation owning one or more plants wherein natural or synthetic gases are liquefied for transportation or storage, or are regasified, or owning a participating interest therein; or

d. Such other individuals, partnerships, associations, firms, or corporations not qualifying as Active Members under Section 1a, 1b or 1c of this Article XI, but who are engaged in volume movement, in further processing, or in processing for any purpose, of natural and synthetic gases or liquid products therefrom.

2. Associate Member:

Any individual, partnership, association, firm or corporation interested in the technology or utilization of natural and synthetic gases or liquid products therefrom, but not qualifying for Active Membership under Section 1 of this Article XI and who does not manufacture or sell equipment or materials for the natural and synthetic gas processing industry and who engages in no construction work for said industry.

3. Honorary Member:

Any individual may be designated an Honorary Member as provided in Article XXII.

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ARTICLE XII - Determination of Dues Base Units

1. Each Active Member's average daily liquid hydrocarbon production, synthetic gas production, liquefied gas production, and regasified gas production shall be determined annually during the six month period from January 1 to June 30 inclusive, and from the total thereof each Active Member's dues base shall be determined for the succeeding calendar year. Each Active Member shall inform the Executive Director of his dues base not later than September 1 of each year. Such dues base information shall be available only to the Executive Director and Secretary and shall be kept in strict confidence.

2. The dues for Active Members qualifying under paragraph a., Section 1, Article XI shall be the Active Member's average daily total gallons of liquid hydrocarbon product from natural gas computed as follows:

Total liquid hydrocarbons shall include all liquid products produced and saved from natural gas in cycling, natural gasoline and other gas processing plant operations, excluding liquid hydrocarbons recovered in inlet separators, within the United States, having an ethane and/or heavier content of ninety percent (90%) or more regardless of the utilization of such product, i.e., whether disposed of in the mixed forms produced, whether fractionated into separate hydrocarbons or whether disposed of in fraction combinations for markets or reformation stocks; provided that where such products are further processed in gasoline plants the gallons included in the dues base shall be the gallons after final processing.

3. The dues base for Active Members qualifying under paragraph b., Section 1, Article XI shall be the Active Member's average daily production within the United States of synthetic gases in thousands of cubic feet. That portion of the dues base that contain less than 1,000 Btu gross heating value per standard cubic foot (at 14.73 psia and 60 degrees F) shall be adjusted by multiplying such volumes fraction, the numerator of which shall be the actual average heating value of the gas and the denominator of which shall be 1,000.

4. The dues base for Active Members qualifying under paragraph c., Section 1, Article XI shall be the Active Member's average daily total production within the United States of liquefied natural or synthetic gases or regasified natural or synthetic gases. In the event an Active Member is engaged in the liquefaction of gases and the subsequent regasification of such liquefied gases, the dues base shall be the larger of the volumes liquefied or regasified, but not both. That portion of the dues base that contains less than 1,000 Btu gross heating value per standard cubic foot (at 14.73 psia and 60 degrees F) shall be adjusted by multiplying such volumes by a fraction, the numerator of which shall be the actual average heating value of the gas and the denominator of which shall be 1,000.

5. The dues base for each Active Member qualifying under paragraph d., Section 1, Article XI for purposes of dues determination and research and development assessments, shall be deemed to be 125,000 dues base units.

6. The dues base for each Active Member whose total production of liquid hydrocarbons, synthetic gases, liquefied gases, and regasified gases from natural gas is exclusively outside the United States, shall be deemed to be 84,000 average daily dues base units.

7. The dues base for each Associate Member shall be deemed to be 42,000 average dues base units.

8. The total dues base for all Active Members calculated under Sections 2,3, and 4, of this Article XII shall be the sum of the dues base units calculated under each Section; provided, however, that for purposes of calculating annual dues, the minimum average daily dues base units for any Active Member shall be 42,000 and the maximum average daily dues base units for any Active Member shall be 585,000.

9. Each Active Member who owns or has a participating interest in one or more plants shall compute his production for determining his dues base units on the basis of his fractional interest in the total liquid hydrocarbons, liquefied natural gas, and synthetic gas, produced in each plant. This production shall be added to the Active Member's sole interest production, if any, to obtain figures for the Active Member's dues base.

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ARTICLE XIII - Annual Dues of Members

1. Effective January 1, 2008, annual dues for Active and Associate Members shall be 3.38 cents per dues base unit provided, however, Active Members whose total production of liquid hydrocarbons, synthetic gases, liquefied gases and regasified gases from natural gas is exclusively outside the United States shall have annual dues of 1.72 cents per dues base unit.

2. The Board of Directors shall have the power to adjust the dues specified in Section 1 of this Article XIII, provided that such an adjustment does not exceed in any year the most recent "Wage Index" as determined by the Council of Petroleum Accounting Societies (COPAS) in accordance with Section III, Paragraph 1A (3) of the COPAS? 1974 Accounting Procedure.

3. The Board of Directors shall also have the power to set a minimum cash reserve for the Association. This reserve specifies the level that the Association's operating account should never get below. Once the reserve is set, each October at the fall Board of Directors meeting the dues will be reviewed. If the cash reserve is projected to be above the cash reserve level then no dues action is necessary, although the Board of Directors, at its discretion, can elect to increase dues up to the COPAS Index increase in accordance with Section 2.

If the reserve level is projected to be below the targeted reserve level then a dues increase to all members is required. This dues increase can be all or part of the COPAS Wage Index increase, but cannot be greater than the COPAS percentage increase for the previous year. If after the fiscal year closes and the operating account's cash reserve does indeed fall below the targeted cash reserve, then a one-time subsidy for the difference to bring the reserve level up to the targeted level will be divided equally between all maximum production members. (A maximum production member is a company that produces in excess of 585,000 gallons per day of natural gas liquids).

This subsidy in no way affects the dues rate and this extra payment is a one-time payment and does not alter the maximum dues level for the following year. In addition, if a reserve surplus exists beyond the level set as adequate, the Board of Directors may return extra funds to the member companies in the form of a pro-rata dues reduction for that year only. Dues will be reset to the previous level for the next year.

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4. Subject to the limitations of Section 1, 2, and 3 of this Article XIII, the Board of Directors shall determine the annual dues rate of Active and Associate Members and shall give notice thereof to all Active and Associate Members no later than December 1 of the year immediately preceding the year in which the annual dues rate is to be effective.

5. Any Active or Associate Member failing to pay his dues within 6 months after the same are due and owing may, by action of the Board of Directors, be stricken from the role of membership of this Association.

ARTICLE XIV - Research and Development Assessments

For purposes of Research and Development Assessments, Active Members are defined as those whose dues base units are calculated under provisions of Article XII, paragraphs 2, 3, 4 and 5.

The following steps shall be taken in the order set out below for the determination of project support:

1. Each Research and Development project undertaken by this Association, that has not been approved prior to adoption of this Article, shall be separately approved by first a vote of 75% of the Board members present and then by an approving vote of those Active Members of this Association who collectively account for 75% of production comprising the total dues base units of the Association. The vote of each active Member shall be weighted in the proportion that its dues base units bear to the total dues base units of the Association. The vote of the membership may be taken at any annual or called meeting of the membership or by mail ballot. If the vote is by mail ballot, the results shall be computed from those ballots received within sixty days after the date of mailing.

Those Active Members approving Research and Development projects shall be annually assessed in advance for their pro rata share of projects approved by them. Each member approving a project shall be assessed for that proportion of the cost of that project, less any contributions by other than Active Members, that his dues base units bear to the total dues base units of all approving members.

2. In the event that a Research and Development project receives at least 75% approval of the Board of Directors, but fails to receive approval of member companies who collectively account for 75% of the Association's total dues base units, the staff may seek voluntary support of the project. Each member who agrees to contribute such voluntary support shall be assessed for that proportion of the cost of that project that his dues base units bear to the total dues base units of all supporting members.

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ARTICLE XV - Annual and Special Meetings of the Association

1. The annual meeting of this Association shall be held on the 10th day of March, in each year, beginning in the calendar year 1987, at the hour of 10:00 a.m., for the purpose of electing Directors of the Association and for the transaction of such other business as may come before the meeting. If the day fixed for the Annual Meeting shall be a legal holiday such meeting shall be held on the next succeeding day.

2. Special meetings of the Members of the Association may be called at any time by a majority of the whole Board of Directors. At any special meeting of Members, no business shall be transacted and no action shall be taken other than as stated in the notice of the meeting.

3. Unless and until otherwise provided by the Board of Directors, every annual meeting of the Members and every other meeting of the Members shall be held at the principal office of the Association in the State of Oklahoma; provided, however, that any meeting of the Members may be held at such place as may be fixed by the Board of Directors.

4. The Board of Directors may from time to time change the time (which term includes hour, day, or month) and/or place names in these By-Laws for the holding of the annual meeting of the Members of the Association, to such other time and/or place as said Board shall by resolution from time to time determine; provided, however, that the time and/or place of holding the annual meeting of the Members shall not be changed within ten days next before the day on which such annual meeting is to be held, and provided further, that notice of any such change shall be given to each Member ten days before the annual meeting is held, in person or by letter mailed to the Member's last known post office address.

5. It shall be the duty of the Secretary or an Assistant Secretary to cause notice of every meeting of the members whether regular or special, to be mailed at least ten (10) and not more than fifty (50) days before the meeting to each Member of the Association of record.

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ARTICLE XVI - Fiscal Year

The fiscal year of this Association, for accounting purposes, shall end October 31.

ARTICLE XVII - Removal of Officers

Any Officer or member of the Board of Directors may be removed for due cause by a two-thirds vote of the Board of Directors.

ARTICLE XVIII - Directors' Meetings-Quorum

The President of the Association may, at his discretion, call a meeting of the Board of Directors at any time on five days' written notice, or on shorter written notice, upon consent of a majority of the Board of Directors to waive such five days' notice. Such notice shall be delivered personally or mailed to each Director at his business address or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid thereon. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may, in writing, waive notice of any meeting, either before or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting. Such meetings may also be called by a majority of the Board of Directors upon the same condition as last mentioned, in case of failure or refusal of the President to act. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.

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ARTICLE XIX - Finance Committee

Promptly following each annual meeting, the President of the Association shall appoint a Finance Committee of seven members. The President, President-Elect and Executive Director of the Association shall be ex-officio members of the Committee and the other four members thereof shall be chosen from the Active Membership.

The Committee shall hold such meetings during the year as may be called at request of the President, Executive Director or any other member of said Committee, or by action of the Board of Directors.

It shall be the duty of this Committee:

1. To determine sources and allotment of income and to prepare the operating budget for the ensuing year.

2. To secure bond for Treasurer (if deemed necessary).

3. To arrange for, examine and approve an annual audit of the books of this Association.

4. To approve expenditures of monies not provided for in the operating budget, such approval to be in advance of expenditure.

The action of this Committee shall at all times be subject to the approval of the Board of Directors.

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ARTICLE XX - Association Meeting Notices

Each member of this Association shall be given ten days' notice of each annual and special meeting, such notice to be issued by the Executive Director or in his absence, the Secretary, upon the order of the President.

ARTICLE XXI - Amendments

Any proposed amendments of these By-Laws shall be submitted to the Executive Director in writing. Said proposed amendments must be signed by not less than four (4) officers, or ten (10) members in good standing. The Board of Directors, or other officer, at the President's direction shall prepare copies of the proposed amendment and furnish one copy of the same to each member of this Association and a final vote on such amendment may be taken not less than thirty (30) days after such copies have been furnished to the membership. Such final vote may be taken in any annual or called meeting of the membership and may be adopted only by a two-thirds affirmative vote of the membership present and voting. Final vote on any proposed amendments may be taken by mail ballot and a two-thirds affirmative vote of mail ballots received within thirty (30) days after mailing same to the membership shall be necessary for adoption.

The By-Laws as so amended shall become and be effective, until further amended from the date of notification to the membership that any such amendment has been adopted.

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ARTICLE XXII - Honorary Lifetime Membership

Any individual who has received the Annual Award for this Association known as the Hanlon Award, or has served as President of this Association, shall become an Honorary Lifetime Member of this Association. The Board of Directors also may bestow Honorary Lifetime Membership upon an individual, whether or not a member of this Association, if in the judgement of the Board, such individual has rendered meritorious service to the gas producing and processing industry.

Honorary Lifetime Members of this Association shall be relieved of paying dues and may be accorded other privileges or amenities judged by the Board of Directors to be appropriate.

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ARTICLE XXIII - Procedures

The proceedings of this Association shall be conducted in accordance with Roberts' Rules of Order, the parliamentary usage and customs.

It shall be the duty of all members of this Association to present to the Board of Directors any information coming to their notice concerning any matter which is of interest to any and all members of this Association. The Board shall investigate and take such action as is deemed necessary, making full report to the Association of their proceedings in the case.

One-fourth or more of all Active Members of this Association shall constitute a quorum for the transaction of business at any general membership meeting.

When any Active Member of this Association shall be elected a member of the Board of Directors, the Secretary shall write the company concerned requesting that it designate its representative to serve on the Board of Directors. The person so designated shall be the voting member for that company on all questions arising within the Association.

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