2024-2025 15 CONSTITUTION AND BYLAWS OF THE PENNSYLVANIA PETROLEUM ASSOCIATION, INC. ARTICLE I NAME Section 1. The name of the corporation is Pennsylvania Petroleum Association, Inc. ARTICLE II LOCATION AND POST OFFICE ADDRESS OF REGISTERED OFFICE Section 1. The location and address of the registered office of the corporation in this Commonwealth is 911B South Eisenhower Boulevard, Middletown, Pennsylvania, 17057, or such other address as may from time to time be designated. ARTICLE III PURPOSES Section 1. The purposes of the corporation shall be: a. To promote the interests of its members engaged in the operation of convenience stores, the sale and distribution of gasoline, liquid fuels, any and all other petroleum products and fuels; b. To foster trade and commerce among and in the interests of those engaged therein; c. To promote and encourage beneficial and friendly relations among those engaged in the supply, distribution and sale of said products; d. To acquire and distribute among its members information and statistics pertaining to the industry in general, and to keep the consumer informed and advised as to the purchase and economical and efficient use thereof; e. To represent the Association as such before the government agencies and other regulatory bodies having to do with the business of its members; f. To do any and all proper things for the advancement of the legitimate interests and general welfare of its members; g. And to promote and foster a high standard of business ethics, friendly cooperation, good will and sociability among its members. The corporation shall not contemplate pecuniary gain or profit, incidental or otherwise, to its members. ARTICLE IV LIMITATIONS AND RESTRICTIONS Section 1. No rules, regulations or bylaws shall be adopted in manner stifling competition, limiting production, trade, regulating prices or pooling profits. Section 2. No coercive measures of any kind shall be practiced or adopted towards any marketer, either to induce him to join this corporation, or to buy or refrain from buying from any particular producer, jobber, or shipper of fuel, or any of their agents. Nor shall any discriminatory practices on the part of this corporation be used or allowed against any marketer for the reason that he may not be a member of this corporation or to induce or persuade him to become such a member. Section 3. No promises or agreements of any kind shall be requisite to membership in this corporation. ARTICLE V TERM Section 1. The term of existence of the corporation is perpetual. ARTICLE VI OFFICERS AND AGENTS Section 1. The Officers of the corporation shall be a President, a Vice President, and a Treasurer, who shall take office the first day of January following their election as hereinafter set forth, and an Executive Vice President. The Executive Vice President shall be elected by the Board of Directors. The Executive Vice President shall also serve as Secretary. Section 2. The Officers and assistant Officers and agents shall be elected or appointed by the Board of Directors. Section 3. Officers, except the Executive Vice President, shall be elected for a term of three years, and they shall not be eligible for re-election in the specific office held by them until after the expiration of a period of three years. Vacancies therein shall be filled by the Board of Directors for the unexpired term. Section 4. The President, Vice President, and Treasurer, as active members of the Association, by virtue of their office, shall be members of the Board of Directors with all rights and privileges relating thereto. Section 5. All Officers and agents, responsible for handling funds of the corporation may give bond to a sum to be fixed by the Board of Directors. The premium to be paid by the corporation. Section 6. The Officers, as between themselves and the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as ordinarily come within the jurisdiction and duties of such Officers, and the agents thereof shall perform the duties assigned to them by the Board of Directors. Section 7. All Officers, except the Executive Vice President, shall serve without compensation. ARTICLE VII THE BUSINESS AND AFFAIRS OF THE CORPORATION AND THE BOARD OF DIRECTORS Section 1. The business and affairs of the corporation shall be managed by a Board of Directors of a minimum of eight members, exclusive of the Officers, which as a result will bring the total to a minimum of eleven. However, the immediate past President of the Association shall be an ex officio member thereof without the right to vote at the meetings thereof. Section 2. Election: (a) Members of the Board of Directors shall be chosen from the active members of the Association. One Board of Directors seat may be reserved for a member defined under the PPATEC membership category. A minimum of four members shall be elected for three-year terms every year; (b) The Directors are to take office and their term shall become effective the first day of January following their appointment to that office as herein provided. Section 3. No Director shall be eligible for election for more than one term, but after the expiration of one year may again become eligible for membership on the Board of Directors for a like period Committee Chairman may be reelected to the Board of Directors upon the completion of their term if less than four new incoming members are elected within the same calendar year. Section 4. If a duly elected Officer is an elected member of the Board of Directors, his term of office as a Board member shall be considered vacant.
