Gas Processors Association

“The Executive Committee of the Board of Directors may exercise all powers of the Board of Directors at times when the Board of Directors is not in session as to routine affairs of the Association. Routine affairs do not include the review and approval of the annual budget, selection of the auditor, review of the audit, approval of the delegation of authority policy, approval of a minimum cash reserve, approval of membership dues, or amendment of the by-laws. Notwithstanding any other provision of our bylaws, the Executive Committee has sole authority to hire and/or terminate the employment of the President and annually reviews and approves the compensation for the President and other staff members within budgetary limits established by the Board of Directors. The Executive Committee is comprised of the Chair, Chair-Elect, three Vice Chairs, the President, the immediate past Chair, and up to six additional non-officer appointees selected by the Chair. The Chair, Chair-Elect, and Vice Chairs each serve one-year terms, with the Chair and Chair-Elect permitted to serve two successive terms in each position before a one-year break and each Vice Chair permitted to serve three successive terms before a one-year break or service as Chair-Elect or Chair. The President serves as the Chief Executive Officer (CEO).”

“Our members are corporate entities. Each member designates an individual to act as its Official Representative. We have six classes of membership based on the quantity of Midstream Operational Hours performed by each corporate members field employees. Our members in the O1 class with the largest quantity of Midstream Operational Hours automatically have a seat on our Board of Directors. A minimum of twelve additional members from other membership classes are elected to the Board of Directors, with half of such elected directors nominated and elected by membership each year. The term of office for a member of our Board of Directors, other than for O1 members, is two years, initiating after our annual convention each September, and continuing to the end of the second subsequent annual convention. A corporate member may be re-elected to an unlimited number of terms on our Board of Directors.”

“The CEO reviews and signs the Form 990.”

“Notwithstanding any other provision of our bylaws, the Executive Committee has sole authority to hire and/or terminate the employment of the President and annually reviews and approves the compensation for the President and other staff members within budgetary limits established by the Board of Directors.”

“Notwithstanding any other provision of our bylaws, the Executive Committee has sole authority to hire and/or terminate the employment of the President and annually reviews and approves the compensation for the President and other staff members within budgetary limits established by the Board of Directors.”

“Documents legally required to be disclosed are available upon request.”

“Pursuant to the terms of its By-laws, GPSA Association is operated by GPA Midstream Association and pays for such operational services via reimbursement of an allocated share of GPA Midstream Associations overhead.”

“The Board of Directors selects our auditor and receives and reviews the audit report.”