IOGA BYLAWS

Section 101 NAME

The name of the Corporation shall be THE INDEPENDENT OIL AND GAS ASSOCIATION OF PENNSYLVANIA. Such Corporation shall be known as IOGA OF PENNSYLVANIA.

Section 201 PURPOSES

(A) To encourage and promote professionalism in the exploration, development and production of natural gas and crude oil; to provide a forum for members of the corporation and the natural gas and crude oil industry to exchange views and expand their knowledge relative to natural gas exploration, development and production; to assist members in educating and encouraging the public to consider and appreciate the importance of natural gas and crude oil issues; to urge members to achieve higher degrees of success and adhere to high standards in the natural gas and crude oil industry.

(B) To effect liaison with other associations, corporations, agents, companies, governmental bodies and regulatory agencies and to encourage compliance with lawful regulation of all segments of the natural gas and crude oil industry.

(C) To protect the rights of natural gas and crude oil producers to develop and produce crude oil and natural gas in the Commonwealth of Pennsylvania; to recommend reasonable natural gas policies and crude oil policies and to be supportive of members who may be confronted with unjustified criticism, legal or regulatory action in regard to natural gas and crude oil activities.

(D) To educate members and the general public about the trends in energy production and development and to do all lawful things necessary or desirable for carrying out the Corporation’s purposes for protecting the lawful rights and interests of the members in connection therewith.

Section 301 GENERAL POWERS

(A) The Corporation shall have the power to own, acquire, mortgage, and dispose of property and to obtain, invest, borrow, retain, and spend funds in advancing its purposes. It shall possess all lawful powers permitted non-profit Corporations under the laws of Pennsylvania which are necessary to carry out the purposes for which this Corporation is organized.

(B) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons or individuals, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 201 hereof.

(C) Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a Corporation exempt from Federal Income Tax under Section 501(C) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Code Provision).

Section 401 GENERAL MEMBERSHIP QUALIFICATIONS

(A) Upon written application, the Board of Directors shall determine (1) admission of all prospective “members” into the Corporation and (2) admission of all associate members. Corporation membership shall be by company, except as otherwise provided in Section 401 (B).

(B) Members of the Corporation shall consist of companies engaged in the exploration and production of natural gas and/or crude oil within the Commonwealth. Companies engaged in providing drilling, leasing, marketing of Pennsylvania gas, pipeline construction, well management and servicing, industry consulting, seismic, logging and related services to companies engaged in the exploration and production of natural gas and/or crude oil shall also be eligible for membership consideration. Membership is also available to any individual who would otherwise meet 401 (B) member requirements, but is not a company

(C) Associate members shall consist of those companies or individuals engaged in business activities which are somehow related to the natural gas and crude oil producing industry; allied trade associations; oil and gas royalty or working interest owners and others whose participation as associate members in the Corporation would further the goals and objectives of the Corporation.

(D) The Board of Directors is empowered to set all dues to be paid by members and associate members, to be determined and approved annually. The Board may assess member's additional dues when they find it necessary to operate the Corporation.

(E) Members are entitled (1) to participate in IOGA committees upon invitation of the President or Committee Chairman where the members can contribute to the goals and objectives of the committee; (2) to vote in the election of the Board of Directors; (3) to attend all Corporation functions; (4) to receive the Corporation newsletter, a list of IOGA’s current members and other Corporation publications. In addition, members shall be invited to attend all IOGA Board of Directors meetings and actively participate in meeting discussions as if a Board member. However, members will not be permitted to vote at IOGA Board of Directors meetings unless duly chosen to serve as a member of the Board.

(F) Associate members are entitled to all privileges of the Corporation as outlined in Section 401(E), (1), (3) and (4). Associate members will not be permitted to vote in the election of the Board of Directors as members.

(G) An annual membership meeting of the Corporation shall be held on such date and at such place as shall be determined by the President and approved by the Board. A report of the year’s activities shall be shared with the membership at the annual meeting along with other information deemed appropriate by the Board. Additional membership meetings of the Corporation may be held as the President and the Board of Directors shall specify.

Section 501 BOARD OF DIRECTORS

(A) The management and government of the affairs of the Corporation shall be vested in a Board of Directors. The Board shall consist of a minimum of 10 and a maximum of 15 natural persons; at least two-thirds of whom must be employed by companies which are engaged in the exploration and/or production of natural gas and/or crude oil within the Commonwealth, and which are members of this Corporation. A consolidated or affiliated group of companies may, in aggregate, have only one member of the Board of Directors at the same time. The Directors shall serve without salary but may receive compensation for special services rendered to the Corporation in other capacities.

(B) The Board of Directors shall be elected by the members at the Corporation’s annual meeting or through a ballot distributed by mail by the Corporation President. Associate members will not be permitted to vote.

(C) The Board of Directors may delegate its authority, to the extent permitted by law, to an executive committee, which shall be empowered to act for the Board. The executive committee shall consist of the current Corporation officers and immediate past president.

(D) The members shall elect successors to the Directors specified in the Articles of Incorporation as their respective terms specified in the Articles of Incorporation expire, each successor Director to hold office for three years, or until such Director’s successor shall have been duly elected or appointed, or until he such Director shall resign or shall have been removed in the manner hereinafter provided. Directors will either resign or may be removed from the Board of Directors (by a majority vote of the Board) if either of the following occurs:

1. The failure of a Director to attend at least 50% of the Board of Directors meetings as provided for in subsection (F) during the fiscal year; or
2. The failure of the company, which employs the Director at the time of such Director’s appointment or election, to pay dues in accordance with the dues schedule set forth by the Board of Directors.

(E) Vacancies on the Board of Directors shall be filled by the Board and nomination of eligible natural persons to fill such vacancies shall also be determined by the Board. The Board of Directors is empowered to fill a vacancy on the Board with an eligible natural person by a majority vote at any regular Board of Directors meeting. The member filling such a vacancy shall stand for election at the next annual meeting of the Corporation.

(F) The Board of Directors shall schedule at least five meetings per year and as many additional meetings as it deems necessary to conduct the affairs of the Corporation in a professional and competent manner.

(G) The Board of Directors shall hire and set the salaries of all the employees of the Corporation that the Board of Directors deems necessary to conduct the affairs of the Corporation in a professional and competent manner in order to accomplish the goals and objectives of the Corporation.

(H) A quorum shall consist of a simple majority of the entire Board of Directors. Decisions of the Board shall be based upon a majority vote of those Directors present at the Board meeting. Emergency telephone poll votes shall be authorized, provided a simple majority of the entire Board of Directors vote.

Section 601 OFFICERS

The officers of the Corporation shall be elected by the Board of Directors. There shall be a President, Vice President, Secretary, Treasurer and other such officers as the Directors shall from time to time elect. The Officers shall serve at the pleasure of the Board of Directors for a one-year term in office, or as otherwise deemed appropriate by said Board.

Section 701 COMMITTEES

The President, with advice and approval of the Board of Directors, shall appoint such committees as are necessary and proper to carry out the functions of the Corporation. The President may delegate the function of committee membership selection to the committee chairman. All committee chairpersons will be requested to attend meetings of the Board of Directors and report on their committees' activities.

Section 801 OFFICER & DIRECTOR LIABILITY

(A) Except for responsibility or liability of a Director pursuant to any criminal statute or for payment of taxes pursuant to local, state or Federal law, a Director of the Corporation shall not be personally liable for monetary damages for any action taken or any failure to take any action unless such Director has breached or failed to perform his fiduciary duties as provided in this Section 801.

(B) A Director of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as a Director (including as a member of any committee of the Board) in accordance with the standards set forth in Section 512(a) of the Associations Code, 15 Pa.C.S.A. §512(a), as the same may be amended from time to time. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Director or any failure to take any action shall be presumed to be in the best interest of the Corporation.

Section 802 INDEMNIFICATION

(A) In the event a representative was, is or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, because he is or was a representative or because he is or was serving as a representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation, the Corporation (a) shall indemnify a representative who has been successful on the merits or otherwise in defense of any such action, suit or proceeding or in defense of any claim, issue or matter therein, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith; (b) may indemnify a representative against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him even if he has not been successful on the merits in other than a derivative suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation (and, in the case of a criminal proceeding, had no reason to believe his conduct was unlawful); and (c) shall indemnify a representative for expenses (including attorneys' fees) actually and reasonably incurred by him in a suit by or in the right of the Corporation (derivative suit) even if he is unsuccessful on the merits, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and is not adjudged to be liable for willful misconduct or recklessness in the performance of his duty to the Corporation.

(B) Any indemnification under Section 802(A) (unless ordered by a Court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of the representative is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 802. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.

(C) Expenses incurred by or imposed upon a representative in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the representative to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section.

(D) The indemnification and advancement of expenses provided by this Section shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any other By-law, agreement, vote of members or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Notwithstanding any other provisions set forth in this Section, the indemnification authorized and provided hereby shall be applicable only to the extent that any such indemnification shall not duplicate indemnity or reimbursement which such person has received or shall receive otherwise than under this Section.

(E) No amendment or repeal of this Section shall adversely affect any protection extended to a representative hereunder for an act or failure to act occurring prior to the time of such amendment or repeal. Each representative shall be deemed to act in such capacity in reliance upon the rights of indemnification and advancement of expenses hereunder. The rights to indemnification and advancement of expenses hereunder shall continue as to a person who has ceased to be a representative and shall inure to the benefit of the heirs, executors and administrators of such person.

(F) The Corporation may create a fund of any nature, which may, but need not be, under the control of a trustee or otherwise secured or may insure in any manner its indemnification obligations, whether arising hereunder or otherwise. The Corporation may purchase and maintain insurance on behalf of any person who is or was a representative of the Corporation or is or was serving at the request of the Corporation as a representative of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise against any liability asserted against him and incurred by or imposed upon him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Section or otherwise, upon such terms and conditions as the Corporation may deem requisite including a requirement that any such person must contribute a portion or all of the cost of maintaining such insurance.

(G) As used in this Section, references to the “Corporation” include this Corporation and all constituent corporations absorbed into or derived from this Corporation in a consolidation, merger or division, as well as the surviving or new corporations surviving or resulting therefrom, so that any person who is or was a representative of such a constituent, surviving or new corporation, or is or was serving at the request of such constituent, surviving or new corporation as a representative of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the surviving or new corporation as he would if he had served the surviving or new corporation in the same capacity. As used herein, references to a 'representative' shall mean any Director or officer of the Corporation.

Section 901 BYLAWS

These bylaws shall remain in effect until they are altered, amended or repealed by a two-thirds vote of the Board of Directors or by a majority vote of the full members of the Corporation present at a duly called meeting of the Corporation. The Articles of Incorporation of the Corporation may be amended by a two-thirds vote of the Board of Directors or by a majority vote of the members of the Corporation present at a duly called meeting of the Corporation.

Section 1001 CONFLICT OF INTEREST

The Corporation’s Directors and members are diverse groups with varying interests. Directors and members participate in meetings of the Board of Directors and of committees of the Corporation. Given the diversity of the Directors and members, a conflict may exist between (a) the interests of a Director or member and (b) the interests of the Corporation, the Board of Directors, a committee or the membership as a whole (“Conflict”). Any Director or member attending a meeting, who believes that a director or member present at that meeting has a Conflict, may announce that belief to the meeting. If the Director or member believed to have the Conflict does not voluntarily leave the meeting during the discussions, deliberations and voting involving the subject matter(s) giving rise to the Conflict, then a majority of those Directors and/or members present at that meeting may by affirmative vote require the Director or member believed to have the Conflict to leave the meeting during any discussions, deliberations or voting involving the subject matters(s) giving rise to the Conflict. Upon such affirmative vote, the Director or member believed to have the Conflict shall leave the meeting during any discussions or deliberation, and shall have no vote, on the subject matter(s), giving rise to the Conflict.