Us Oil & Gas Association

“The Executive Committee is composed of only members from the Board of Directors, which includes the Chairman of the Board, the President of the Association, the ranking officer of each division and other such board members as elected by the Board of Directors to serve on the committee. During intervals between meetings of the board of directors and in the absence of action by said board, the executive committee shall perform the duties and functions of the board in promoting the welfare of the association and in conducting its affairs, except that said committee shall not be empowered to : (1) elect officers of the association; (2) fill vacancies on the board of directors; or (3) amend the association bylaws.”

“The membership of this Association shall consist of three classes as follows: A) ACTIVE MEMBERS ----------------- PERSONS OF GOOD STANDING, ACTIVELY ENGAGED IN THE OIL AND GAS INDUSTRY, INCLUDING OIL AND GAS PRODUCERS, GASOLINE MANUFACTURERS, REFINERS, CARRIERS, CONTRACTORS, MARKETERS OF OIL PRODUCTS, SUPPLY DEALERS, AND OTHERS INTERESTED IN THE OIL AND GAS INDUSTRY, MAY BECOME ACTIVE MEMBERS. ADDITIONALLY, ANY CORPORATION, PARTNERSHIP OR ASSOCIATION OF PERSONS ENGAGED IN ANY BRANCH OF SUCH BUSINESS MAY APPLY FOR MEMBERSHIP FOR ANY NUMBER OF ITS EMPLOYEES, OFFICERS OR ASSOCIATES, NOT TO EXCEED TWENTY VOTING MEMBERS, IN THE CASE OF ANY ONE CORPORATION, PARTNERSHIP OR ASSOCIATION. B) AFFILIATED MEMBERS --------------------- PERSONS INTERESTED IN THE ACTIVITIES OF THE ORGANIZATION AND IN THE OIL AND GAS INDUSTRY MAY BECOME AN AFFILIATED MEMBER OF THE ASSOCIATION OR ITS DIVISIONS UPON ACCEPTANCE OF SUCH PERSONS AS AFFILIATED MEMBERS BY THE CHAIRMAN OR PRESIDENT, IN THE INSTANCE OF THE ASSOCIATION, OR BY AN OFFICER OF THE APPROPRIATE DIVISION, IN THE INSTANCE OF DIVISIONS. AFFILIATED MEMBERS OF A DIVISION SHALL BE NON-VOTING MEMBERS AND SHALL NOT HOLD OFFICE NOR BE A MEMBER OF A BOARD OR EXECUTIVE COMMITTEE OF THE ORGANIZATION. AFFILIATED MEMBERS MAY SERVE AS FULL MEMBERS AND BE OFFICERS OF OTHER COMMITTEES. C) HONORARY MEMBERS ------------------- ANY PERSON OF GOOD CHARACTER AND STANDING WHO HAS RENDERED DISTINGUISHED SERVICE FURTHERING THE ORGANIZATION OR THE DEVELOPMENT OF THE OIL AND GAS INDUSTRY MAY BECOME AN HONORARY MEMBER THROUGH ELECTION BY THE BOARD OF DIRECTORS, OR ANY DIVISIONAL EXECUTIVE COMMITTEE.”

“The members of the Board of Directors of the Association shall be determined as follows: At the annual meeting of each division, the Executive Committee of that division shall select members of that division to be members of the Board of the Association with one board member being permitted for each one hundred (100) active members of that division. Any vacancy that occurs in the Board of Directors may be filled by the Executive Committee of the division represented by the member of the Board of Directors whose death or resignation caused the vacancy.”

“The president reviews the form 990 prior to its filing.”

“PROCEDURES ========== (1) Duty to Disclose -------------------- In connection with any actual or possible conflict of interest, an interested person (defined as any USOGA director, officer or member of a committee with Board of Directors delegated powers) must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors of the Board and/or members of the committees with Board-delegated powers considering the proposed arrangement or transaction. (2) Determining Whether a Conflict of Interest Exists ----------------------------------------------------- After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. (3) Procedures for Addressing the Conflict of Interest ------------------------------------------------------ (a) An interested person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the Board or committee shall determine whether USOGA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board or committee shall determine by a majority vote of the disinterested directors or committee members whether the transaction or arrangement is in USOGAs best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, USOGA shall make its decision as to whether to enter into the transaction or arrangement. (4) Violations of the Conflicts of Interest Policy -------------------------------------------------- (a) If the Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) If, after hearing the members response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. ANNUAL STATEMENTS ================= Each Director, principal operating officer and member of a committee with Board-delegated powers shall annually sign a statement which affirms that such person has received a copy of this conflicts of interest policy, has read and understands the policy, has agreed to comply with the policy, and understands that USOGA, in order to maintain its federal tax exemption, must engage primarily in activities which accomplish one or more of its tax-exempt purposes.”

“The chairman of the board and the budget and finance committee meet to determine the president's compensation on an annual basis.”

“All documents are kept in the office and are available for review by request.”