BY-LAWS

CONSTITUTION FOR THE HOUSTON CHAPTER OF THE GAS PROCESSORS ASSOCIATION

Article I - Name
This organization shall be known as the Houston Chapter of the Gas Processors Association (Chapter).

Article II - Purpose
The purpose of this organization is to serve as a forum for the exchange of ideas and information concerned with the gas-processing industry with a view to improving plant operations and related activities concerning all phases of gas utilization. This organization will be a non-profit organization.

A. The purposes for which the chapter is organized are exclusively religious, charitable, scientific, literary and educational within the meaning of Section 501(c) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code. In addition to regular meetings as outlined in the By-Laws, the Chapter may sponsor and assist educational and training activities which will encourage entrance into and professional development within the gas processing community. The Chapter has established and funded permanently endowed scholarships at each of the following five Universities: University of Houston, Lamar University, Rice University, Texas A&M University and University of Texas. The Executive Board may elect to periodically add funds to the principal amounts of any of the endowed scholarships. The Chapter will also utilize current and future financial resources to fund an annual scholarship program. Both the permanently endowed scholarships and the annual scholarships shall be awarded to engineering students who meet the scholarship selection criteria approved by the Executive Board. The Executive Board may elect to fund additional scholarships at these five Universities, or at other universities in the future. In addition, after funding the endowed and annual scholarships the Executive Board may elect to fund a scholarship program for HGPA members or their relatives who meet the scholarship selection criteria approved by the Executive Board.

B. Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code of 1986 or the corresponding provision of any United States Internal Revenue law.

C. Upon dissolution of the organization, the residual assets of the organization shall be distributed for one or more exempt purposes within the meaning of Section 501(c) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the Federal, State or Local government for a public purpose. Any such assets not so disposed of shall be disposed of by court of competent jurisdiction, in the county in which the principal office of the organization is then located, exclusively for such purpose.

Article III - Officers
The elective officers of this organization shall be a Chair, Vice-Chair, Secretary, Treasurer, and Scholarship Committee Chair. Elective officers serve a one year term, and may be re-elected at the discretion of the Membership at the annual election prescribed herein.

Article IV - Executive Board
The Executive Board shall consist of nine At-Large Board Members and the five Chapter Officers, all elected by the Chapter Membership. The terms for Board Members shall be three years and will be staggered so that three new Board Members will be elected each year to replace those Board Members who have completed their three-year term.

Article V - Governing Regulations
The Chapter shall not adopt any resolution or take any action other than a recommendation to the Gas Processors Association (GPA) Board of Directors, Tulsa, OK, with respect to the GPA or industry policies or with respect to Federal, state or municipal legislation or administration.

The Chapter shall abide by all rules and regulations established by the GPA for the guidance of affiliated chapters.

Article VI - QuorumSection 1.
Section 1. Fifty members or 10% of the members of the Chapter, whichever is smaller, shall constitute a quorum at any regular or special meeting.

Section 2. One half the members of the Executive Board shall constitute a quorum for any of its meetings.

Article VII - Amendments
This Constitution may be amended at any regular meeting by an affirmative vote of two-thirds of the members present and voting, provided that the proposed amendment shall have been presented at a previous regular meeting, except that, no amendment of this Constitution, which in whole, or in part, abrogates or modifies Articles I, II, III, IV or V hereof shall become effective until such amendment has been approved in writing by the GPA.

BY - LAWS FOR THE HOUSTON CHAPTER OF THE GAS PROCESSORS ASSOCIATION

Article I - Membership
Membership in this organization shall be open to representatives of companies owning and operating gas processing plants; representatives of supply and service organizations, and any others who may be interested in the ongoing success of this industry.

Article II - Dues
Section 1. The annual dues for Chapter membership shall be determined by the Executive Board. Dues shall be collected at the September meeting each year for renewing or new members and thereafter as new members apply. Dues shall be for the full Chapter year regardless of application date.

Section 2. All expenses for the conduct of Chapter meetings shall be borne by the Chapter membership and the necessary funds shall be procured by dues and other suitable means except that sale of advertising or space for the exhibition of equipment shall not be permitted.

Article III - Meetings
Section 1. Meetings shall generally be held on the second Wednesday of the months of January, February, April, May, September and November. The months of March and October will be reserved for national and regional meetings of the GPA.

Section 2. The May meeting shall be the annual meeting for the reports of officers, election and installation of new officers and any other business, which may properly come before such a meeting.

Section 3. A special meeting may be called at any time by the Chair or a majority of the Executive Board, provided notice of same is made to Chapter members at least five days in advance of such meeting.

Section 4. The Executive Board shall meet at the call of the Chair or any five members of the Board.

Article IV - Election of Officers
Section 1. The election of officers shall occur annually at the regular May meeting.

Section 2. At least 30 days prior to the May meeting, the Chair shall appoint a nominating committee of three members of the Executive Board whose terms of office do not expire in the current year and four or more members from the general membership. This committee will select nominees for each office to be filled and shall present these nominees for consideration at the May meeting. Other nominations may be made from the floor following presentation of the Committee report. Voting on all nominees may be by secret ballot, a standing vote, or a show of hands.

Article V - Duties of Officers
Section 1. The Chair shall preside at all meetings of the Chapter and Executive Board; appoint committees as necessary or upon instructions from the Chapter membership; and perform such other duties as may pertain to this office. The Chair shall also be authorized to sign checks in case of the inability of Treasurer to function.

Section 2. The Vice-Chair shall arrange programs for all meetings and shall perform all the duties of the Chair in the Chair's absence.

Section 3. The Secretary shall keep a record of proceedings of the Chapter and Executive Board. The Secretary shall maintain the Chapter membership database (name, title, company, address, phone, fax, email address and status of payments for Membership, Sponsorship, luncheon and other pertinent fees as may transpire during the year) and send notices to members regarding upcoming Chapter GPA activities, and maintain information on the Chapter website. The Secretary will send to GPA offices copies of all notices of meetings, programs, minutes, and other pertinent Chapter activities. It will be the responsibility of both the Secretary and the Treasurer to insure there is sufficient information flow for each to execute their duties. Section 4. The Treasurer shall receive all monies due the Chapter (in instances such as Membership and luncheon fees, the Secretary will forward such funds after recording the appropriate payment in the Chapter data base records) and pay out same only with the approval of the Chair. Chapter funds shall be kept in a bank account designated "GPA HOUSTON CHAPTER". The Chair shall also be authorized to sign checks in case of the inability of Treasurer to function. The Treasurer shall also render an annual financial report to the membership and to the GPA offices, showing in detail the receipts and disbursements, cash on hand, etc. It will be the responsibility of both the Secretary and the Treasurer to insure there is sufficient information flow for each to execute their duties.

Section 5. The Scholarship Committee Chair shall organize the scholarship committee by recruiting a member of the Chapter to represent each of the Universities for which the Chapter provides scholarship funding. The Scholarship Committee Chair shall also recommend to the Executive Board any changes to the annual scholarship program or endowed scholarship program, as well as any changes to the scholarship recipient selection criteria.

Section 6. If the Chapter Chair is unable to complete their term of office, the Vice-Chair shall automatically become Chair. If the Vice-Chair is unable to complete their term, a successor shall be elected at the next Chapter meeting. If the Secretary, Treasurer, or Scholarship Committee Chair is unable to finish out their term of office, the Chair may appoint a successor to serve the unexpired term of the respective office.

Article VI - Amendments
These by-laws may be amended at any regular meeting by an affirmative vote of two-thirds of the members present and voting, provided that the proposed amendments shall have been presented at the previous regular meeting or shall have been mailed to the members not less than 15 days prior to the meeting at which the vote is taken, except that no amendment of these by-laws which in whole, or in part, abrogates or modifies Articles I, II, III, IV or V hereof shall become effective until such amendments have been approved in writing by the GPA Committee on Chapter activities.

Article VII - Parliamentary Authority
Robert's Revised Rules of Order shall be the official guide of the Chapter.