(As amended June 11, 1980)

PREAMBLE

WHEREAS, the President of the United States, by letter to the Secretary of the Interior dated May 3, 1946, requested that the Department of the Interior provide for the coordinating and unification of federal policy and administration with respect to the functions and activities of the various departments and agencies of the federal government relating to petroleum, and

WHEREAS, the President in that letter further suggested that there should be established an industry organization for the purpose of consulting and advising with the Department of the Interior, and

WHEREAS, the Secretary of the Interior thereafter established the National Petroleum Council and appointed members to serve thereon without compensation, and

WHEREAS, the Secretary of the Interior and the Secretary of Energy have caused the National Petroleum Council to be transferred to the newly created Department of Energy, effective October 1, 1977, and

WHEREAS, the Secretary of Energy has deemed the continued existence of the National Petroleum Council to be necessary and in the public interest, and

WHEREAS, it is the sense of the National Petroleum Council that it can fulfill a useful function in an advisory capacity to the Department of Energy regarding oil and gas and the oil and gas industries with respect to requests from the Secretary of Energy for advice, information, and recommendations representing the views of the oil and gas industries, and

WHEREAS, in order to provide for their organization and operation, the members of the National Petroleum Council adopt the following Articles of Organization:

ORGANIZATION

Section 1-1. The name of this organization shall be the National Petroleum Council (hereinafter referred to as the "Council").

Section 1-2. The Council in its organization and operation shall be governed by all applicable statutes and regulations.

Section 1-3. The members of the Council shall be the individuals appointed to the Council by the Secretary of Energy to advise, inform, and make recommendations to him representing the views of the oil and gas industries with respect to any matter relating to oil and gas or to the oil and gas industries. In providing such advice, information, and recommendations, the Council shall act as a plenary body. Each member of the Council shall serve without compensation, shall have one vote, and is expected to participate in all respects according to his own views and not solely as a representative of any group or organization, public or private, even though his appointment to the Council may be as a representative of such group or organization.

Section 1-4. The Council may establish such study and administrative committees as it may deem appropriate. Study committees shall only assist the Council in preparing its advice, information, or recommendations to the Secretary of Energy. Administrative committees shall be formed solely for the purpose of assisting the Council or its Chairman in the management of the internal affairs of the Council.

Section 1-5. The principal office of the Council shall be located in Washington, D.C.

PURPOSE

Section 2-1. The purpose of the Council shall be to advise, inform, and make recommendations to the Secretary of Energy with respect to matters submitted to the Council by the Secretary of Energy representing the views of the oil and gas industries with respect to any matter relating to oil and gas or to the oil and gas industries.

Section 2-2. The Council shall not concern itself with trade practices or the like, nor shall it engage in any of the usual trade association activities.

OFFICERS

Section 3-1. The officers of the Council shall consist of a Chairman, a Vice Chairman, and such other officers as may be approved by the Council. The Chairman and Vice Chairman must be members of the Council and shall receive no compensation for service as officers of the Council.

Section 3-2. The Secretary of Energy shall be Cochairman of the Council. If the Secretary of Energy designates a full-time, salaried official of the Department of Energy as his alternate, such alternate may exercise any duties of the Secretary of Energy and may perform any function on the Council otherwise reserved for the Secretary of Energy.

Section 3-3. The Chairman and the Vice Chairman shall be elected by the Council at its organizational meeting to serve until their successors are elected at the next organizational meeting of the Council. Any vacancy of the office of the Chairman or Vice Chairman shall be filled by election at the regular or special Council meeting next following the occurrence of such vacancy, provided that notice of such election shall be expressly given in the notice of a special meeting.

Section 3-4. The Chairman shall be responsible for the management of the Council. The Chairman shall:

A. Establish all study committees and appoint the members thereof with the advice of the Appointment Committee and the approval of the Government Cochairman.

B. Appoint all members of the Finance and Nominating Committees, and their respective Chairmen.

C. Determine the manner in which all expenditures shall be approved.

D. With the advice of the Appointment Committee, appoint an Executive Director who shall, under the direction of the Chairman, perform administrative duties such as hiring office staff members, renting office space, providing administrative services for committees, and publishing Council reports.

Section 3-5. The Vice Chairman shall have such powers and duties as may be delegated to him by the Chairman, and in the absence or disability of the Chairman, the Vice Chairman shall exercise all the duties and powers granted to the Chairman.

Section 3-6. In the absence or disability of the Chairman and the Vice Chairman, the Chairman of the Agenda Committee shall exercise all the duties and powers granted to the Chairman.

COUNCIL MEETINGS

Section 4-1. Regular meetings of the Council shall be held at least twice each year at times determined by the Chairman and approved by the Government Cochairman. The first regular meeting of the Council in each calendar year shall be an organizational meeting.

Section 4-2. Special meetings may be called by the Chairman and shall be called by the Chairman at the request of twenty-five members of the Council. The purpose of the special meeting shall be stated in the notice of the meeting.

Section 4-3. No meeting of the Council shall be held unless the Government Cochairman approves the agenda thereof, approves the calling thereof, and is present thereat. The Government Cochairman may call any meeting of the Council to a close if he considers such action to be in the public interest.

Section 4-4. Members of the Council shall be given at least fifteen days notice of every Council meeting unless an emergency requires shorter notice.

Section 4-5. All Council meetings shall be held in Washington, D.C., and shall be held at a place designated by the Government Cochairman.

Section 4-6. Consistent with Section 1-2, the time and place of all Council meetings shall be given general publicity and such meetings shall be open to the public.

Section 4-7. At all meetings of the Council, one-third of the Council members shall be necessary and sufficient to constitute a quorum for the transaction of business.

Section 4-8. Except as otherwise expressly provided, the act of a majority at any meeting at which there is a quorum present shall be the act of the Council.

Section 4-9. The Chairman shall preside at all Council meetings.

Section 4-10. Full and complete minutes of each meeting of the Council shall be kept and shall be certified for accuracy by the Chairman and by the Government Cochairman or his delegate present during the meeting. Duplicate original copies of such minutes shall be made and held in the custody of the Chairman and the Cochairman. A verbatim transcript shall be made of all Council meetings.

ADMINISTRATIVE COMMITTEES

Section 5-1. There shall be the following administrative committees:

A. Agenda

B. Appointment

C. Finance

D. Nominating

Section 5-2. At its organizational meeting each year the Council shall elect an Agenda Committee and its Chairman. The membership shall not exceed eleven or be less than five, all of whom shall be Council members and shall serve until the next Council organizational meeting or until their successors are elected. The Council Chairman or Vice Chairman may not be Chairman. The Agenda Committee shall review all requests from the Secretary of Energy for advice, information, or recommendations with respect to matters relating to oil and gas or to the oil and gas industries in accordance with the provisions of Section 7-1. If a vacancy occurs on the Agenda Committee or in the office of Chairman of the Committee, the Council Chairman may fill said vacancy by interim appointment.

Section 5-3. At its organizational meeting each year the Council shall elect an Appointment Committee and its Chairman. The membership shall not exceed eleven or be less than five, all of whom shall be Council members, none of whom may serve simultaneously on the Agenda Committee and all of whom shall serve until the next Council organizational meeting or until their successors are elected. The Appointment Committee shall advise and consult with the Council Chairman with respect to the establishment and the members and Chairmen of all study committees as well as with respect to the selection of the Executive Director. If a vacancy occurs on the Appointment Committee or in the office of Chairman of the Committee, the Council Chairman may fill said vacancy by interim appointment.

Section 5-4. The Chairman shall appoint a Finance Committee, and its Chairman, whose membership shall not exceed eleven or be less than five, all of whom shall be Council members and shall serve until the next organizational meeting or until their successors are appointed by the Chairman. The Finance Committee shall submit to the Chairman for approval by the Council at a meeting an annual budget and shall recommend to the Chairman the manner in which the budgeted funds can be most equitably received from the Council membership. The Finance Committee shall maintain overall review of the annual budget and may recommend to the Chairman for presentation to the Council for its approval a revised budget at any meeting of the Council. The Council Chairman shall authorize no expenditures in excess of an approved budget.

Section 5-5. The Chairman shall appoint a Nominating Committee, and its Chairman, whose membership shall not exceed eleven or be less than five, all of whom shall be Council members and who shall serve until the next Council organizational meeting or until their successors are appointed by the Chairman. The Nominating Committee shall propose to the Council nominations for: (l) Chairman; (2) Vice Chairman; and (3) members and Chairmen of the Agenda and Appointment Committees.

Section 5-6. A quorum of an administrative committee shall consist of a majority of its members. Action by such committees shall be by majority vote of those present.

Section 5-7. The Chairman, the Vice Chairman, and the immediate past Chairman of the Council shall be ex officio members of the Agenda and Appointment Committees. The Executive Director shall serve as Secretary of all administrative committees but shall not be a member thereof or have the right to vote.

STUDY COMMITTEES

Section 6-1. Study committees may be established by the Chairman with the advice of the Appointment Committee and the approval of the Government Cochairman to prepare reports for the consideration of the Council with respect to requests from the Secretary of Energy for advice, information, and recommendations.

Section 6-2. The Secretary of Energy or a full-time employee of the Department of Energy designated by the Secretary shall be the Cochairman of each study committee.

Section 6-3. Study committees shall terminate when they have completed their responsibilities.

Section 6-4. The members of study committees shall be selected from the Council membership on the basis of their training, experience, and general qualifications to deal with the matters assigned.

Section 6-5. All meetings of study committees shall be conducted in the presence of its Government Cochairman or his delegate who must also be a full-time employee of the federal government. Such Government Cochairman or delegate may call any committee meeting to a close if he considers such action to be in the public interest.

Section 6-6. The date, time, place, and agenda of all meetings of study committees shall be set by its Chairman with the approval of its Government Cochairman.

Section 6-7. A quorum of a study committee shall consist of a majority of its members. Action by such committees shall be by majority vote of those present. Each member of a committee shall have one vote which he shall cast in accordance with his individual experience and judgment.

Section 6-8. When time does not permit the calling of a meeting, any study committee may, with the concurrence of its Government Cochairman, act on the basis of telephonic or written communication between the Chairman and each member thereof. Action by a committee under such circumstances shall be by majority vote. The Chairman of a committee shall keep minutes reflecting the matters discussed and decisions reached in any such telephonic or written communication in which a vote of such committee is taken.

Section 6-9. Consistent with Section 1-2, the meetings of all study committees shall be open to the public.

Section 6-10. A verbatim transcript or full and complete minutes shall be kept of all study committee meetings. Minutes or transcripts shall include: (l) a list of the persons present; (2) a description of matters discussed and decisions reached; and (3) copies of all reports received, issued, or approved. All minutes shall be certified for accuracy by the study committee Chairman and Government Cochairman or his delegate in whose presence the meeting was conducted.

Section 6-11. All reports of study committees presented to the Council for its consideration shall be made in writing and made available to all Council members in advance of the Council meeting at which the report will be considered.

Section 6-12. With the approval of the Chairman and Government Cochairman of the Council any study committee may establish such subgroups as it may deem necessary to assist it in the performance of its assigned task. Members of such subgroups need not be members of the Council, shall be selected on the basis of their individual training and experience, and shall be appointed by the Chairman of the Council with the approval of the Government Cochairman. The Government Cochairman of the Council shall designate a full-time, salaried employee of the federal government to serve as Government Cochairman of such subgroup. Meetings of such subgroups shall be governed by the provisions of Sections 6-3 through 6-10.

REPORTS

Section 7-1. Every request from the Secretary of Energy to the Council for advice, information, and recommendations shall be referred to the Agenda Committee which shall consider whether the request is proper and advisable for Council consideration and shall provide its views thereon to the Council or, if the request is urgent and the Committee's views are favorable, to the Chairman of the Council who may take steps to establish a study committee to begin preparation immediately of a report to the Council. If the Agenda Committee view is unfavorable to Council consideration, its views shall be submitted at the next meeting of the Council for appropriate action.

Section 7-2. All reports submitted by the Council to the Secretary of Energy shall be in writing and shall have been adopted by the Council.

Section 7-3. No study committee or subgroup thereof shall provide any advice, information, or recommendations to the Department of Energy. Reports and working papers of such study committees and subgroups are for the use of the Council in preparing its response to requests from the Secretary of Energy for advice, information, and recommendations. They may be published if the Council so directs, but unless the Council has specifically approved their texts as reports of the Council, they shall be clearly labeled as having been submitted by the committee or subgroup for the use of the Council and not as Council reports.

Section 7-4. Any Council, committee, or subgroup member may note his dissent at a meeting and have it made part of the record of that meeting by submitting within five days after such meeting written notification of such dissent to the Chairman and Government Cochairman of the meeting.

Section 7-5. All agenda, transcripts, and minutes of meetings, and all studies, analyses, or draft reports compiled in connection with any request by the Secretary of Energy for advice, information, or recommendations shall be made available, upon request, to the Attorney General or his duly authorized representatives, or as otherwise required by law, subject to such restrictions as may be properly imposed on the materials involved.

AMENDMENTS

Section 8-1. Any Council member may propose any amendment to these Articles by filing a copy of the proposed amendment with the Chairman of the Council who shall bring the proposed amendment to the attention of the Council at the next Council meeting. These Articles may be amended only at a meeting of the Council by a two-thirds vote of those present provided that: (l) such two-thirds vote constitutes at least a majority of the entire membership of the Council; and (2) at least a thirty-day notice of such meeting, specifying the proposed amendment, has been given to each member of the Council.

EXPIRATION OR TERMINATION OF MEMBERSHIP OR CHARTER

Section 9-1. In the event that the terms of all members shall expire or be terminated or the Charter be terminated or not renewed, a meeting of the prior Council membership may be held to permit the Council to determine either its manner and method of continued existence or its manner and method of dissolution, such matters to be determined by a vote of the majority of those present and voting. Such a meeting shall be held in accordance with the provisions of these Articles of Organization, except that Sections 3-2, 4-3, and 4-5 shall not be applicable.