Guidance

for establishing
new API Chapters
As of January 2016

General Membership Segment

1220 L Street NW
Washington, DC 20005
(202) 682-8522

This document is for information only

 GUIDANCE FOR NEW API CHAPTERS

FOREWORD
This informational document was developed to provide API guidance to officers and advisory committee
members of API Chapters. It is based on accumulated API policies and guidelines as well as practical chapter
operating experience and practices developed by the chapters through the years.

SECTION 1
THE RELATIONSHIP OF API AND API CHAPTERS

1.1 The American Petroleum Institute (API, or the Institute). API is a national trade association
representing over 650 corporate members involved in all aspects of the oil and gas industry, including
exploration, production, transportation, refining and marketing. The API General Membership Segment, which
represents the service and supply member companies, liaises with the various API Chapters.

1.2 API Chapters. The chapters are autonomous local industry organizations formed by members of local oil
and natural gas industry desiring to promote fellowship, communications, and improvement of members through
the exchange of information on industry issues, technology, and operational experiences. Membership in an
API Chapter is separate and apart from national API membership, and national API membership is not a
prerequisite for chapter membership.. API Chapters are widely recognized for their educational, industry service
and community service activities. Chapters are required to execute the License Agreement for API Chapters
(Exhibit 1) authorizing them to use the API name and logo only in conjunction with their own chapter names.

1.3 Chapter Expectations. To summarize some particularly important API policies and guidelines for
Chapters contained in the Licensee Agreement, API Chapters are expected to:

a. Adopt and maintain a Chapter Constitution and Bylaws

b. Abstain from industry policy or standards setting, lobbying, political action or similar activities other than in
the form of recommendations to the Institute

c. Be law abiding, non-discriminatory and non-commercial

d. Use the Institutes name, initials, or monogram only in conjunction with the full chapter name or
abbreviations thereof that includes the word Chapter. All chapter publicity, stationery, membership
forms, bank accounts or other financial or legal instruments, and any other chapter materials, including
chapter web sites, are expected to comply with this policy

e. Be mindful that chapter memberships, funds and financial obligations are separate and apart from the
Institutes, and no chapter is authorized to make any commitment for the expenditure of Institute funds
(Par. 2.2)

f. Contact the API General Membership Segment for staff consultation before inviting any speaker likely to
attract substantial state or national media attention

g. Conduct all activities in accordance with the Institutes Antitrust Compliance Policy specified in par. l.4.

1.4 Antitrust Compliance. It is the policy of the Institute to strictly comply with antitrust laws. The purpose of
such laws is to protect our free enterprise system by assuring vigorous competition among business firms at
all levels. These laws prohibit agreements, contracts, combinations, or conspiracies between two or more
persons or companies that unreasonably restrain trade and violations are subject to serious criminal and civil
penalties. A general Antitrust Compliance Guide is available from the API General Membership Segment or
Office of General Counsel.

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 SECTION 2
CHAPTER PURPOSE AND ORGANIZATION

2.1 Purpose and Function. API Chapters are formed by members of local industry desiring to promote
fellowship, communication, and improvement of members through the exchange of information on industry
issues, technology and operational experiences. This is accomplished primarily through regular meetings on
subjects of specific interest and practical value to local industry personnel. Many individual chapters sponsor or
support a variety of local educational or industry or community service projects.

Chapters are repeatedly recognized for performing valuable community services by both industry and non-
industry participants. Many chapters contribute monetarily to community civic and educational endeavors. The
success of API chapters rests entirely on the interest and participation of local industry personnel. The
participation of the area's major operating company personnel is essential.

2.2 Membership. Membership in an API Chapter is open to anyone who is engaged in the petroleum or an
allied industry or anyone who has an interest in these industries. Individuals not directly engaged in the
petroleum or an allied industry may, at the chapter's option, be designated "associate" members.

Membership in an API Chapter is separate and apart from national API membership, and national API
membership is not a prerequisite for chapter membership. Chapter membership participation is completely
distinct from national API membership. Application forms for corporate membership are available from the API
website at http://www.api.org/globalitems/globalheaderpages/membership/apply-for-membership

2.3 Organizational Meeting. Local industry personnel may organize an API Chapter as follows:

a. Notify the API General Membership Segment office of intent to establish a new API Chapter.

b. Contact an existing API chapter for guidance and best practices regarding chapter organization.

c. A local industry representative interested in establishing a chapter calls an organizational meeting of

industry personnel residing in the region.

d. An appropriate name for the new chapter is selected at the organizational meeting.

e. A chairman, vice-chairman, and secretary-treasurer are selected and may serve for one year or until their
successors are elected and qualified.

f. The three above officers serve as a committee to draft the Chapter's Constitution and Bylaws, for
presentation to and adoption by the chapter membership at the first official chapter meeting.

g. A report of the organizational meeting, including names, company affiliations, business mailing addresses
and telephone numbers of all attendees, is furnished the API General Membership Segment office for
permanent record. The selected chairman, vice-chairman, and secretary-treasurer are identified to the
API General Membership Segment office at this time.

h. API will prepare a Chapter specific License Agreement for execution by the Chapter officer(s). API will
also design a logo in conformance with the license agreement and provide the artwork to the chapter
representative for the new Chapters use..

2.4 Chapter Officers. The number of officers needed for chapter administration varies to some extent with
chapter size. All chapters need a Chairman, Vice-Chairman, and Secretary-Treasurer. Other vice-chairmen may
be elected to be responsible for specific chapter activities (See examples in Appendix B).

2.5 Chapter Advisory Committee. In addition to its regular officers, the chapter may elect, at its option, a
Chapter Advisory Committee. This committee should be elected annually, concurrently with the officers of the
chapter, unless otherwise provided in the chapter constitution and bylaws. The function of this committee is to
provide a body of local responsible persons with whom the chapter officers may consult on matters of policy or
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other activities affecting the welfare of the chapter. This committee may also be used to select individuals to be
honored with awards for service to the chapter

In many chapters, available past chapter chairmen automatically become members of the Chapter Advisory
Committee, and it is often chaired by the immediate past chapter chairman. To assure continuity some chapters
have two categories of chapter advisory committee membersone-year members and two-year members. In
some chapters the officers and advisory committee members constitute an executive board, usually chaired by
the current chapter chairman.

2.6 Chapter Recognition. After the organizational meeting, the new chapter proceeds with its initial
meetings and submits initial meeting reports, officer roster and, if applicable, a chapter advisory committee
roster to the API General Membership Segment. Officer and advisory committee rosters must include names,
company affiliations, business mailing addresses and telephone numbers. The report of the meeting at which
the Chapter Constitution and Bylaws are adopted must include a copy of the Constitution and Bylaws

API posts the new Chapters name and contact information on its website.

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EXHIBIT 1 (for illustration purposes only)
LICENSE AGREEMENT FOR API CHAPTERS

This LICENSE AGREEMENT (Agreement) is executed as of the last signature date below between
American Petroleum Institute (API), having its principal place of business at 1220 L Street, NW,
Washington, D.C. 20005, and _______________ Chapter, located in [city, state].

SECTION 1
THE RELATIONSHIP OF API AND CHAPTERS

1.1 The American Petroleum Institute (API, or the Institute). API is a national trade association
involved in all aspects of the oil and gas industry.

1.2 API _______ Chapter (Chapter). The Chapter is an autonomous local industry organization
formed by members of local oil and natural gas industry desiring to promote fellowship,
communications, and improvement of members through the exchange of information on industry
issues, technology, and operational experiences. Membership in an API Chapter is separate and
apart from national API membership, and national API membership is not a prerequisite for chapter
membership.

1.3 Subject to the terms and conditions of this Agreement, API hereby grants to the Chapter a
license to use the API trademark and name contained in Appendix A when used in conjunction with
the Chapter name.

SECTION 2
GENERAL LICENSE TERMS

2.1 General Terms

a. The chapters may use the name "American Petroleum Institute," the letters "API" or the API
logo only in conjunction with the full chapter name or abbreviations thereof that include the
word "chapter." All chapter publicity, stationery, membership forms, bank accounts or other
financial or legal instruments, and any other chapter materials, including chapter web sites,
are expected to comply with this policy. If they have not already done so, Chapters will have
60 days from the execution of this agreement to transition all chapter materials to the Energy
API logo.

b. Chapters that sponsor external fundraising events (e.g. golf, fishing, calf roping or shooting
tournaments) must provide API with a certificate of insurance three weeks prior to the event
that confirms that they have at least $1 million in liability coverage for chapter events.

c. The chapter is not authorized to adopt any resolution or take any action with respect to
industry policy, or with respect to federal, state, or municipal legislation or administration or
standards setting. This does not preclude individuals, acting on their own, to speak out on
behalf of industry issues. Chapters must receive approval from the Director of the API
General Membership Segment before inviting anyone to speak at a chapter function who is
likely to attract substantial state or national media attention.

d. The chapters must comply with all national, state and local laws, regulations and ordinances,
including, but not limited to:

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 Obtaining federal tax identification numbers and tax exempt status (e.g.501(c)(3))
designations if required.
All federal and state antitrust laws. These laws prohibit agreements, contracts,
combinations, or conspiracies between two or more persons or companies that
unreasonably restrain trade and violations are subject to serious criminal and civil penalties.
Federal laws prohibiting discrimination because of an individual's race, color, creed, age,
sex, or national origin. Chapter membership and all chapter activities, including meetings
and social events, are expected to be conducted in full compliance with the letter and spirit
of the law.

e. The chapter must provide to API a written document (e.g. constitution or bylaws) as to the
purpose and function of the chapter.

f. By January 31 of each year, the chapter must provide API with the list of officers, including
name, position, term, and contact information, and must notify API of any changes during the
year.

g. The API name or trademark may not be used for advertising purposes.

h. The chapter must notify API if the chapter terminates, dissolves or otherwise ceases to
operate.

i. This license shall replace all prior and existing licenses, and shall be effective as of the last
signature date below. This license may be terminated with or without cause by either party
upon 30 days written notice. The license shall terminate immediately should any of the
conditions in paragraph 2.1.h above occur.

j. This license is nontransferable.

k. All notifications and communications to API shall be directed to Gerardo Uria (uriag@api.org),
Director of the API General Membership Segment, or whoever holds the title Director of the
API General Membership Segment.

ON BEHALF OF _____________ CHAPTER AMERICAN PETROLEUM INSTITUTE

Name __________________________________ _______________________________

John E. Robertson
Title ___________________________________ Vice President & CFO

Company _______________________________
___________________________________
Stacy Linden
Date ___________________________________ Vice President & General Counsel

Date____________________________

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EXHIBIT 2

API CHAPTERS
(As of January 2016)

Location Chapter Name

Alabama, Northport Warrior Basin Chapter
California, Bakersfield San Joaquin Valley Chapter
California, Ventura Coastal Chapter
Colorado, Parachute Roaring Fork Chapter
Colorado, Trinidad Raton Basin Chapter
Kansas, Great Bend Western Kansas Chapter
Louisiana, Lafayette Acadiana Chapter
Louisiana, Lake Charles Southwest Louisiana Chapter
Louisiana, Morgan City Atchafalaya Chapter
Louisiana, New Orleans Delta Chapter
Michigan, Traverse City Northern Michigan Chapter
New Mexico, Farmington Four Corners Chapter
North Dakota, Dickinson Dickinson Chapter
North Dakota, Minot Bakken Chapter
North Dakota, Williston Williston Basin Chapter
Oklahoma, Cushing Northeastern Oklahoma Chapter
Oklahoma, Oklahoma City Oklahoma City Chapter
Texas, Alice Alice Chapter
Texas, Bryan Brazos Valley Chapter
Texas, Carrizo Springs WinterGarden API Chapter
Texas, Corpus Christi Corpus Christi Chapter
Texas, Decatur Barnett Shale Chapter
Texas, Giddings Austin Chalk Chapter
Texas, Houston Houston Chapter
Texas, Kilgore East Texas Chapter
Texas, Laredo Laredo Border Chapter
Texas, McAllen Rio Grande Chapter
Texas, Midland Permian Basin Chapter
Texas, San Antonio San Antonio Chapter
Texas, Victoria Victoria Chapter
Utah, Roosevelt Uintah Basin Chapter
Wyoming, Casper Central Wyoming Chapter

This document is for information only

 APPENDIX A

THE AMERICAN PETROLEUM INSTITUTE

ORGANIZATION AND MISSION

API

The American Petroleum Institute (API) is the only national trade association that represents all
aspects of Americas oil and natural gas industry. Our more than 600 corporate members, from the
largest major oil company to the smallest of independents, come from all segments of the industry.
They are producers, refiners, suppliers, pipeline operators and marine transporters, as well as
service and supply companies that support all segments of the industry.

Although our focus is primarily domestic, in recent years our work has expanded to include a growing
international dimension, and today API is recognized around the world for its broad range of
programs.

API Mission Statement

The mission of the American Petroleum Institute (API) is to influence public policy in support of a
strong, viable U.S. oil and natural gas industry essential to meet the energy needs of consumers in
an efficient, environmentally responsible manner.

As the U.S. oil and natural gas industrys primary trade association, API:

Engages in federal and state legislative and regulatory advocacy that is based on
scientific research; technical, legal and economic analysis; and public issues
communication;

Provides an industry forum to develop consensus policies and collective action on

issues impacting its members; and

Works collaboratively with all industry oil and gas associations, and other organizations,
to enhance industry unity and effectiveness in its advocacy.

API also provides the opportunity for standards development, technical cooperation and other
activities to improve the industrys competitiveness through sponsorship of self-supporting programs.

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 APPENDIX B
SAMPLE OUTLINE
TYPICAL DUTIES OF API CHAPTER OFFICERS AND
ADVISORY COMMITTEE MEMBERS

Chapter Chairman

Preside at all meetings of the chapter and advisory committee.

Appoint committees upon instruction from the chapter.
Appoint officers to fill vacancies until an election can be held.
Serve as the chapter's contact with API.

First Vice-ChairmanProgram Chairman

Perform all the duties of the chairman's office in the chairman's absence.
Arrange programs for all chapter meetings.
Obtain speakers, films, etc., for chapter meetings.
Furnish appropriate program information to secretary for use in informing chapter members.

Second Vice-ChairmanMembership Chairman

Seek methods to increase chapter membership and attendance at chapter meetings.

Maintain a current roster of members and their mailing addresses.
Notify chapter secretary of any changes, additions, and deletions of chapter membership.
Arrange for printing of annual membership forms.
Keep records of annual dues paid and tickets sold at chapter recreational and social activities.
Prepare and issue receipts as required for dues paid and tickets sold.

Chapter Secretary

Responsible for all chapter correspondence regarding the notification of regular monthly
meetings; correspondence received by the chapter; and for maintaining stationery supplies for
such correspondence.
Furnish reports of monthly chapter meetings and special activities to API.
Furnish a complete list (names, company affiliation, addresses, and telephone numbers) of
chapter officers as soon as possible after an election to the API.
Notify API office of any changes in chapter officers, addresses, etc.
Maintain chapter files.

Chapter Treasurer

Responsible for receiving all monies due the chapter and making payments for expenses incurred
by the chapter with the approval of the chapter chairman.
Arrange for audit of chapter funds. Provide financial status report to executive board with audit
report.
Provide recommendations for contribution disbursement.

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