AMENDED AND RESTATED BY-LAWS OF PROPANE GAS ASSOCIATION OF NEW ENGLAND, INC. Adopted as of October 12, 2016 ARTICLE I GENERAL PROVISIONS NAME

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1 AMENDED AND RESTATED BY-LAWS OF PROPANE GAS ASSOCIATION OF NEW ENGLAND, INC. Adopted as of October 12, 2016 ARTICLE I GENERAL PROVISIONS NAME Section 1. The name of the Corporation shall be Propane Gas Association of New England, Inc. Offices Section 2. The location of the Corporation office shall be at such place as designated by the Board of Directors. Seal Section 3. The Corporation may elect to use a seal which shall consist of a circular die bearing the words Propane Gas Association of New England, Inc.- New Hampshire. ARTICLE II Purposes Section 1. The purposes of the Corporation are: To serve the propane industry by promoting safety, education and public awareness of the uses of propane, including, without limitation: a. To promote and develop the propane gas industry and to coordinate its activities to the end that it may serve to the fullest possible extent the best interests of its members and the public in the six New England states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and Vermont. b. To cooperate with the National Propane Gas Association ( NPGA ) and to extend its functions and purposes to the local and state level. c. To represent before governmental bureaus, agencies and other bodies, matters of safety and of interest to the public and members of the propane gas industry. d. To cooperate with other organizations in efforts toward economic advancement, accident prevention, conservation, standardization, related legislative monitoring and other activities.

2 e. To promote employee training and education for the specific skills employed in the propane gas industry. ARTICLE III Membership Section 1. Membership in the Corporation shall be classified as New England Marketer, Multi-state Marketer, Associate, Individual or Honorary in accordance with the following: a. New England Marketer: Any person, firm or corporation operating within the New England states of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island or Vermont whose business is the sale of propane; and (i) the marketer s sales are made directly to ultimate consumers and (ii) the marketer does not have more than one plant in a state outside New England; and (iii) membership in this category also requires membership in the NPGA and the State legislative Committee, if applicable. b. Multi State Marketer: Any person, firm or corporation operating in the New England and/or surrounding states whose business is the sale of propane gas; and (i) the marketer s sales are made directly to ultimate consumers (ii) the marketer has more than one plant in a state other than the state wherein its principal office is located; (iii) the marketer does less than 90% of its sales (measured in gallons) in New England; and (iv) to qualify for membership in the Corporation a multi-state marketer is required to be a member of the NPGA and the State legislative committee, if applicable c. Associate: Any person, firm, or corporation not otherwise qualified for membership but who is interested in promoting the purposes of the Corporation may be accepted as a member. This classification of membership may include, but not be limit to, any person, firm, or corporation that is a wholesale distributor of LP gas appliances and equipment; a manufacturer s agent (handling a multiple line of LP gas products); and/or a manufacturer whose principal place of business is located in New England. Providers of any goods or services used by the industry may be accepted as Associate members. Wholesale distributors, manufacturers agents and/or manufacturers may be local, regional or national in scope

3 d. Individual: Any person employed by a New England Marketer, Multi-state Marketer or Associate member of the Corporation. Any person retired from a New England Marketer, Multi-state Marketer, or Associate member of the Corporation. e. Honorary: Honorary members shall be such persons as shall be designated as such by the Board of Directors in recognition of distinguished services contributing to the development of the propane gas industry. Acceptance of Members Applications for membership shall be submitted in writing on a form provided by the Corporation and shall be made in accordance with rules and regulations established by the Board of Directors. The acceptance, refusal and regulation of members shall be by the Board of Director under and pursuant to such rules as prescribed from time to time by the Board of Directors. Membership shall not be unreasonably refused to any applicant who qualifies under the prescribed rules. ARTICLE IV Dues Dues shall be payable in advance on the first day of January of each year. Members accepted to membership at any time after the first day of January in each year shall be required to pay pro-rata dues in the first year. Dues shall be payable to the Corporation. The annual dues for New England Marketer, Multi-State Marketer, Associate and Individual members shall be established by the Board of Directors. Honorary members shall be exempt from the payment of dues. A. The members of this Corporation shall not be liable for any of the debts, liabilities or obligations of the Corporation except to the extent of any unpaid part of their respective dues or payments under agreements signed by them. B. Any member may resign from membership by giving written notice to that effect to the Secretary, and paying all dues to date. C. Any member who does not remit their dues within 90 days of invoice date shall lose their rights of membership in the Association. The Board of Directors, at their sole discretion, will reinstate the member upon receipt of all monies due the association. The association is under no obligation to provide the member with any information and/or materials that were produced and/or distributed to other members during the time the member forfeited their membership rights caused by non-payment of dues following reinstatement of the member

4 ARTICLE V Officers and Organization The officers of this Corporation shall be the Chairman of the Board (Chairman), Vice Chairman, President, Secretary, Treasurer, and immediate past Chairman. The President shall be appointed by the Board of Directors. The President shall not serve as a member of the Board of Directors. a. It shall be the duty of the Chairman of the Board to have general oversight of all of the business and affairs of the Corporation. He/she shall preside at all meetings of the members and the Board of Directors. He/she shall perform all duties incidental to the office of Chairman of the Board and such other duties as may be prescribed by the Board of Directors from time to time. b. The President shall be the principal or chief executive officer of the Corporation and shall supervise and manage all of the business and affairs of the Corporation. He/she may sign any deeds, mortgages bonds, contracts, leases, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by statute to some other officer or agent of the Corporation. c. It shall be the duty of the Vice Chairman, in the absence of the Chairman of the Board, to perform the duties of the Chairman of the Board. d. It shall be the responsibility of the Secretary to keep a complete and accurate record of all meetings of the members and the Board of Directors. The Secretary shall supervise the maintenance of correspondence, files and other records of the Corporation. e. It shall be the duty of the Treasurer to keep a complete and accurate record of the financial transactions of the Corporation. The Treasurer shall have authority to sign checks covering bills approved by the President and Board of Directors and shall keep a true and accurate set of books covering such financial transactions. Section 5: The Chairman of the Board, Vice Chairman, Secretary, Treasurer and each Regional Director whose term is then expiring shall be elected at the Annual Meeting by the members in good standing who cast ballots. The officers and directors thus elected shall become members of the Board of Directors. The outgoing Chairman of the Board shall automatically become a Director of the Board for the ensuing year. For purposes of electing the Board of Directors, the six New England states shall be divided into eleven (11) regions as follows: Region 1 : Region 2 : Region 3 : Region 4 : Region 5 : Maine Maine New Hampshire New Hampshire Vermont - 4 -

5 Region 6 : Region 7: Region 8: Region 9 : Region 10: Region 11: Vermont Massachusetts Massachusetts Rhode Island Connecticut Connecticut Section 6: Section 7: The Chairman of the Board, Vice Chairman, Secretary and Treasurer shall each hold their offices for a term of one year from the date of their election and until their successors are duly elected and qualified. Regional Directors shall each hold their offices for a term of two (2) years from the date of their election. Regional Directors from the even numbered regions shall be elected in the even years and Regional Directors from the odd numbered regions shall be elected in the odd years. The Board of Directors shall meet at least three (3) times during each year. Notice of all such meetings shall be given to the directors not less than twenty (20) days before the meeting is held. Special meetings of the Board may be called by the Chairman at his/her discretion or upon the request of any three (3) directors, by notice mailed, ed, hand delivered, telephoned, or telefaxed to each member of the Board of Directors not less than ten (10) days before the meeting is held. The Board of Directors shall fill vacancies, either in its own members or in the officers of the Corporation, due to causes other than the expiration of term and such election shall be by majority vote. ARTICLE VI Nomination and Election of Officers and Directors Nomination and election of officers and directors of the Corporation shall be conducted in the following manner: a. The Chairman of the Board, not later than ninety (90) days before the Annual Meeting of the Corporation, shall appoint a nominating committee of not less than six (6) members of the Corporation representing each of the six (6) New England states. Their duties shall be to nominate candidates for the officers and Regional Directors positions of the Corporation which expire as of the next Annual Meeting and any other non-ex officio director of the Corporation. The names of candidates so nominated shall be submitted to the members in writing with space provided for other candidates of the member s choice. Such ballots shall be sent to the members not less than thirty (30) days prior to the Annual Meeting. Returned ballots shall be sent to the President or his designee prior to the Annual Meeting, where they will be counted and the results announced. Regardless of the method used to collect the ballots, due care will be used to ascertain that all votes are submitted preventing tampering or duplication

6 b. The officers and directors duly elected shall take office immediately as of the Annual Meeting. ARTICLE VII Board of Directors Section 5: The governing body of this Corporation shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of the Corporation, its committees and publications; shall determine its policies or changes therein; shall actively pursue its objectives; and shall supervise the disbursements of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of the authority and responsibility to the Executive Committee. It shall be the duty of the Board of Directors to assist and counsel the officers of the Corporation; it shall fill vacancies, either in its own members or in the officers of the Corporation due to causes other than the expiration of term, by majority vote of the Board of Directors. The Board of Directors shall consist of a maximum of twenty-five (25) members and shall include the following: each of the officers of the Corporation elected by the members shall be a director (i.e., the Chairman, Vice Chairman, Treasurer, and Secretary shall be ex officio directors of the Corporation); one (1) Regional Director shall be elected by the members for each of the eleven (11) regions designated in Article V Section 5 above; each of the NPGA state directors for each of the six (6) New England states shall be a director (i.e., said NPGA state directors shall be ex officio directors of the Corporation); the NPGA district 10 director shall be a director (i.e., said NPGA district director shall be an ex officio director of the Corporation); the outgoing Chairman of the Board of Directors shall be a director and shall serve as Director-at-Large as prescribed in Article V, Section 4 (i.e., said former Chairman shall be an ex officio director of the Corporation). Two Directors-at-large shall be appointed by the Board of Directors for a two year term. One appointment shall be made each year. Notwithstanding the foregoing, a director may serve as such in multiple capacities (such as by reason of being an officer of the Corporation and a NPGA state director), but if a member of the board serves as a director in more than one capacity, he or she shall be entitled to only one (1) vote as a director. PGANE Regional and at-large Directors shall be limited to 5 consecutive terms (10 years ) in office. Directors reaching this limit must step aside for 6 years before running again. No member of the Board of Directors shall receive compensation from PGANE or an affiliate committee for work performed in excess of $7,500 per calendar year. All payments to Board members for services provided must be approved by the Executive Committee and reported to the full Board of Directors at the next scheduled meeting. If the public position or actions taken by any member of the Board of Directors is in direct conflict with the stated position of PGANE, it will be considered a conflict of interest and subject that member to disciplinary action up to and including removal from the board. Directors may be removed for unethical, illegal or in a conflict of interest situation by a majority vote of the Executive Committee. The member will be given the opportunity to defend the charge and the final decision will be at the sole discretion of the Executive Committee

7 Section 6: Former Chairman of the Board of PGANE shall be considered emeritus members of the Board of Directors given a seat at all board meetings, allowed to participate in discussion but shall have no vote. ARTICLE VIII Committees Section 5: The Board of Directors shall establish such committees as it deems necessary for the carrying out of the purposes set forth in these By-Laws. There shall be the following standing committees: Executive Committee, Membership Committee, Emergency Response Committee, Autogas Committee, Recruitment Committee, Program Committee, Marketing Committee, Safety and Education Committee, and Supply & Transportation Committee. Chairpersons of committees and committee members shall be reviewed and appointed by the Chairman of the Board subject to approval by the Board of Directors. Committee chairpersons shall serve for a two year term and be limited to two consecutive terms followed by two terms out of office before they may be reappointed. The duties, policies and scopes of such committees shall be prescribed by the Board of Directors. The Chairman of the Board may appoint additional committees to serve, as required, to carry on the Corporation s activities and programs. The Executive Committee of the Board of Directors may act on behalf of the Board of Directors between meetings of the Board of Directors on all matters, except those specifically reserved to the Board of Directors by these By-Laws, pursuant to delegation of authority to the Executive Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board of Directors for ratification by mail or at the next meeting of the Board of Directors. The Executive Committee shall consist of the Chairman of the Board, Vice Chairman, Treasurer, Secretary and the immediate Past Chairman of the Board. The Chairman of the Board shall serve as the chairman of the Executive Committee. A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chairman of the Board shall call such meetings of the Executive Committee as the business of the Corporation may require or a meeting may be called at the request of any three (3) members of the Executive Committee. ARTICLE IX General Membership and Voting by the Board of Directors Any member of the Corporation, or the duly delegated representative of any member of the Corporation, in good standing shall be entitled to vote at the annual meeting and any special meeting of the Corporation or such member in good standing may execute a proxy which may be voted by the holder thereof. Each member shall be entitled to cast one (1) vote with respect to each officer and director of the Corporation to be elected by the members and with respect to any matter submitted to a vote by the members of the Corporation. Multi-state Marketer members and New England marketer members may - 7 -

8 have multiple memberships based upon the dues required to be paid by such members and each such membership shall be entitled to one (1) vote. The director or their designated proxy, otherwise entitled to be in attendance, must be physically present at any board meeting to vote at regularly scheduled board meetings A minimum of nine (9) directors shall constitute a quorum for conducting business at any meeting of the Board of Directors. At any annual, special or other membership meeting of the Corporation any number of members represented in person or by proxy shall constitute a quorum. Officers and directors of the Corporation shall be elected by plurality of the votes cast by the members entitled to vote. The results of the election will be announced at the annual meeting. ARTICLE X Meetings The Annual Meeting of the Corporation for the purpose of electing officers, Regional Directors and other directors of the Corporation and for transacting the business of the Corporation shall be held in the fall of each year. Other meetings of the Corporation shall be held at such time and place as may be determined by the Board of Directors, with written notice being given to members at least twenty (20) days in advance of any such meeting. Special meetings shall also be called whenever a request is made in writing to the Chairman by more than 25% of the members. Such requests shall specify the purposes of the special meeting to be called and no other business shall be transacted at any such special meeting. Such meetings may be held by conference call. The Annual Meeting of the members of the Corporation in addition to the usual officer and committee reports shall include a ratification of the actions of the officers and directors for the previous year. Section 5: Absent other specific direction contained herein, all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order. Committee meetings and Executive Committee meetings may be held by conference call and voting may take place via a roll call of all members on the call. ARTICLE XI Amendments After the initial adoption of these Amended and Restated Bylaws by the Board of Directors, these By-Laws may thereafter be amended, repealed or altered in whole or part only by a two-thirds (2/3) majority vote of the members of the Corporation who - 8 -

9 submit completed ballots on any submitted question. Amendments shall be proposed in the form of a resolution by the Board of Directors or by ten (10) or more members in good standing. ARTICLE XII Fiscal Year The fiscal year of the Corporation is January 1st to December 31st. ARTICLE XIII Duration This Corporation shall continue in existence until dissolved by a majority vote of all of the then the members of the Corporation. Any funds or assets belonging to the Corporation at the time of dissolution and termination shall be distributed to recognized charitable or educational organizations as designated by the Board of Directors