REGULATIONS FOR THE INTERNAL MANAGEMENT OF THE PIPELINE INDUSTRIES GUILD LIMITED.

These Regulations are for the internal management of The Pipeline Industries Guild and are made by decision of the Guilds Board. The current decisions are contained in these Regulations, which shall be available for inspection by members as the Board so arranges. The Regulations are subsidiary to the Memorandum and Articles of Association in the light of which they must be interpreted. Supporting the Regulations for the internal management of the Pipeline Industries Guild is an Operations Manual, which shall be available for inspection by members in the Head Office, 14/15 Belgrave Square, London. 1. In these Regulations unless the context otherwise requires Officers of the Board are as defined in Paragraph 10 (b) of the Articles of Association. Ordinary Members of the Board are as defined in Paragraph 10 (c) of the Articles of Association Office within the Guild means any position within the Board, any National Standing and Ad Hoc Committees defined by the Board, and any UK/Irish Branch Committee as defined in Paragraph 6 of these Regulations. Ordinary Members of the Guild means any member, whether Individual or Corporate Members nominated Representatives, where the current subscription is not in arrears. Articles of the Guild shall mean the Articles of Association of the Pipeline Industries Guild

INDIVIDUAL MEMBERS - REF: ARTICLE 5(a) 2. Definition of categories of individual members: a) Retired Members Members who have attained the age of 55 years and have retired from full time employment shall be categorised as Retired Members and are eligible to pay subscriptions at the retired members rate. b) Student and Junior Members Members who are 25 years of age or less at the time subscriptions are due shall be categorised as Student or Junior Members and are eligible to pay subscriptions at the Student and Junior Members rate. CORPORATE MEMBERS REF: ARTICLE 5(b) 3. Definition of categories of corporate members: a) Corporate Partners Companies who wish to have the closest working relationship with the Guild. Corporate Partners shall be entitled to propose for registration from its own organisation: one company nominated representative; up to seven branch representatives; and one international representative. All of the above nominees will be entitled to receive the benefits of individual membership. In addition a Corporate Partner will be entitled to nominate up to an additional 41 members of its organisation to receive the benefits of individual membership, making a total of up to 50 individual memberships as a part of the Corporate Partner subscription. b) Corporate Members Companies who wish actively to participate in Guild events. Corporate Members shall be entitled to propose for registration from its own organisation: one company nominated representative; up to seven branch representatives; and one international representative. All of the above nominees will be entitled to receive the benefits of individual membership. In addition a Corporate Member will be entitled to nominate up to one additional member of its organisation to receive the benefits of individual membership, making a total of up to 10 individual memberships as a part of the Corporate Member subscription.

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c) Business Associates Small companies with 10 or less employees. Business Associates shall be entitled to propose for registration from its own organisation: one company nominated representative, who will be entitled to receive the benefits of individual membership; and up to five registrations to represent the interests of the organisation selected from the seven UK/Irish branches and the international branch, who will not be entitled to individual membership. d) Academic Affiliates Universities and academic bodies undertaking courses or research in pipeline engineering and its associated technology. Academic Affiliates will be entitled to the benefits of the Business Associate level of membership, but without the payment of a subscription. Instead of a subscription payment Academic Affiliates will propose services to be offered by them for the benefit of the Guild, to be agreed with the Director General prior to approval of the membership by the Executive. PAYMENT OF SUBSCRIPTIONS - REF: ARTICLE 7(b) 4. Annual subscriptions shall be payable in advance and due on the 1 st January of each year. Any member whose current subscription, either wholly or in part, is two months in arrears shall receive a further application for such subscription from the Company Secretary. In the event of such subscription, either wholly or in part, continuing in arrears by a further one month, the Board shall have the power to remove the name of such member from the Register of the Guild and any payment in part for the current year shall be forfeited. When a Member is elected during the year, the subscription due for that year shall be at the following pro-rata rate: DATE OF JOINING: January to March April to June July to September October to December THE DISCIPLINARY COMMITTEE - REF: ARTICLE 8 5. Constitution and Operation The remit of this Disciplinary Committee shall be restricted to issues concerning individual members and corporate members only and not either members of Guild staff or members as defined in Paragraph 3 of the Regulations. The committee shall be composed of the National Chairman, Director General, Audit Chairman and one Ordinary Member. This Disciplinary Committee shall meet to consider the complaint. If after due consideration the complaint is considered not to be justified the committee shall report to the Board. In all other cases the Disciplinary Committee shall give the member the opportunity to be heard in his defence. In the event that the complaint is considered to be justified the Disciplinary Committee shall recommend to the Board that one of the following courses of action be taken: i) ii) That the member be admonished That the member be expelled from membership of the Guild SUBSCRIPTION FEE: Full subscription 60 % of full subscription 40% of full subscription 20% of full subscription

The recommendation of the Disciplinary Committee shall not be put into effect until it has been approved or amended at a meeting of the Board with the assent of at least two thirds of its members present and voting. In the event of the Board approving a recommendation for the expulsion of a member, that member shall be given an opportunity to resign within a period of thirty days of the date of a letter to that effect to the members address as shown in the records of the Guild. If the letter of resignation is received within the said thirty days then the fact shall be reported to the Board and no further action shall be taken. If no letter of resignation is received within the said thirty days then the member shall be expelled by notice in writing. For the purpose of this clause member shall include a Corporate Members representative or a UK/Irish branch representative. In the case of a Corporate Members representation being
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expelled the Company Secretary shall notify the Corporate Member accordingly requesting it to submit the name of another person from its organisation for approval by the Executive as its nominated representative. There shall be a right of appeal, subject to agreement by the Disciplinary Committee, to the President. OPERATION OF THE BOARD AND STANDING AND AD HOC COMMITTEES - REF: ARTICLE 9 6. a) Six members of the Board shall form a quorum for meetings of the Board and shall include at least one Officer of the Guild. In the absence of the National Chairman and Deputy Chairmen, a Chairman shall be elected from such Officers as may be present. The decision of the majority of those present at the meeting shall be effective. In the case of an equality of votes the Chairman of that meeting shall have the casting vote. b) The Board shall each year set up standing committees and shall review terms of reference for such standing committees. c) The standing committees shall include:i) The Executive The Executive shall be chaired by the Director General and the First National Deputy Chairman shall be the Deputy Chairman. Other members of the committee shall be the Second National Deputy Chairman, and the Immediate Past Chairman. The National Chairman and the Audit Chairman shall have the right to attend. The Director General shall have special responsibility for the liaison with the International Chairman and shall represent their interests on the Executive. Their other duties are detailed in the Operations Manual. The First National Deputy Chairman shall have special responsibility for liaison with the UK/Irish branches, shall chair the UK/Irish Branch Chairmans Meetings and shall represent their interests on the Executive. Their other duties are as detailed in the Operations Manual. The Second National Deputy Chairman shall have special responsibility for the Technical Panels, shall chair Technical Forum meetings on which all Technical Panels shall be represented and shall represent their interests on the Executive. Their other duties are detailed in the Operations Manual. ii) Past Chairmens Forum The Immediate Past Chairman shall chair the Forum which shall comprise the Guild Officers and any Past Chairmen of the Guild. The Immediate Past Chairman shall report directly to the Board on the proceedings of the Forum. iii) Audit Group The Audit Chairman shall chair the Group and shall co-opt onto the Group at least three Guild members as deemed necessary to assist with the work of Group, one of whom shall be nominated by the Audit Chairman and Audit Deputy Chairman. The Director General and the Finance Manager will attend all Audit Group meetings and be responsible for presenting to the Group the information so requested. The Group, through the Audit Chairman, shall report to and be responsible to the Board. iv) Panels The Board shall determine the number and roles of the Panels. Each Panel so determined by the Board shall be responsible for compiling its Terms of Reference, which shall be reviewed annually and any changes submitted to the Board for approval. The number of Panels and their Terms of Reference shall be detailed in the Guild Operations Manual. With the exception of the International Panel, each Panel chairman shall invite all UK/Irish Branch Chairmen to nominate a representative to sit on the Panel and shall be responsible for co-opting onto the Panel such additional Individual Members and/or Corporate Members employees as required to meet that Panels Terms of Reference. Each Panel shall be responsible for appointing a Deputy Chairman from its membership and shall report such appointment to the Executive.
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Each Panel shall report to the Executive. d) The quorum for any meeting of a Standing Committee shall be four members or half the number of the members comprising the committee whichever is the less and shall include its Chairman or Deputy Chairman or both. ARRANGEMENTS FOR CALLING AND CONDUCTING GENERAL MEETINGS - REF: ARTICLE 14(c) 7. a) The Board may, whenever it thinks fit, convene an Extraordinary Meeting; Extraordinary Meetings shall also be convened on members requisition (see below) or, in default, may be convened by such requisitionists as provided by the Act. An Extraordinary Meeting shall be convened on a requisition in writing signed by at least 20 members, and stating the business to be considered and, if the Board fails to convene a meeting for twenty eight days after the delivery of such requisition to the Company Secretary, the requisitionists or a majority of them may themselves convene the meeting. b) The notice of each General Meeting shall specify the place, the day and the hour of meeting, and the general nature of the business to be transacted thereat, shall be given in manner hereinafter mentioned to every Member and the Auditor as are hereby or under the Act entitled to receive such notices from the Guild; but with the consent of all the Members entitled to receive notices thereof, or such proportion thereof as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit. c) The accidental omission to give notice of a meeting to, or the non-receipt of such notice by a person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding at any meeting. d) The business to be transacted at an Annual General Meeting shall be the consideration of the Income and Expenditure Account and Balance Sheet, and the reports of the Board and of the Auditors, the election of certain members of the Board as required by the Articles, the appointment of and the determination of remuneration of the Auditors, and any other business which may be specified in the notice summoning the Meeting or the Agenda accompanying such notice. e) No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided 20 Members present in person or by proxy or by nominated representatives shall be a quorum. f) If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Chairman shall appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Members present shall be the quorum. g) The President of the Guild or failing the President, the Chairman or a Deputy Chairman shall preside as Chairman at every General Meeting, but if at any meeting none of them shall be present within fifteen minutes after the time appointed for holding the same and willing to preside, the members present shall choose some Member of the Board or if no such Member be present, or if all the Members of the Board present decline to take the Chair, they shall choose to preside some member of the Guild who shall be present.

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h) The Chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjournment other than the business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting. i) At all General Meetings a resolution put to the vote of the meeting shall be decided on a show of hands by a majority of the Members present in person and entitled to vote, unless a poll, before or upon the declaration of the result of a show of hands, is demanded by the Chairman and unless a poll be so demanded a declaration by the Chairman of the Meeting that a resolution has been carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Guild shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. j) Subject to the provisions of the next following paragraph, if a poll be demanded in the manner aforesaid, it shall be taken at the meeting, and in such manner, as the Chairman of the Meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. k) No poll shall be demanded on election of a Chairman of a Meeting, or on any question of adjournment. l) In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting shall be entitled to a second or casting vote. m) The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded. n) Subject as hereinafter provided, every Member shall have one vote.

o) Save as herein expressly provided, every Member who shall have paid every subscription and other sum (if any) which shall be due and payable to the Guild in respect of Membership shall be entitled to vote on any question either personally or by proxy, or as proxy for another Member, at any General Meeting. p) Votes may be given on a poll either personally or by proxy.

q) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if such appointer is a corporation under its common seal, if any, and if none, then under the hand of some officer duly authorised in that behalf. r) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof shall be deposited at the registered office not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty four hours before the time appointed for the taking of the poll, and in default the proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution. s) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the registered office before the commencement of the meeting at which the proxy is used.

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t) Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit: I/We, of a Member(s) of the Guild hereby appoint

of

and failing that person

of to vote for me/us on my behalf of the (Annual or Extraordinary, or adjourned, as the case may be) General Meeting of the Guild to be held on the day of and at every adjournment thereof. AS WITNESS my hand this Day of 20

ELECTION OF OFFICERS AND ORDINARY MEMBERS OF THE BOARD - REF: ARTICLE 10 8. a) Procedure for the Election of Guild President: The process of electing the Guild President will be managed by the Executive and should be undertaken in a confidential manner until the final appointment has been approved by the Board. The incumbent President, in conjunction with members of the Past Chairmens Forum, should compile a shortlist of potential candidates in priority order, making their recommendations to the Executive. The Executive, in conjunction with the incumbent President, will determine how the approaches will be made and progress as appropriate. When the proposed appointment has been established the decision will be presented to the Board for approval. The final Board approval must have been obtained by April of each even year of the calendar, to allow adequate notification to members prior to a General Meeting. The President shall hold office for a period to be determined by the Board. b) Procedure for the Election of Guild Chairmen: The process of electing the Guild Chairman and two Deputy Chairmen is on an annual rolling basis. The process of office is for the Second National Deputy Chairman to serve one year of office. The following year the candidate moves to the position of First National Deputy Chairman. In the third year the Candidate moves to National Chairman. The period of office for the Chairman shall normally be one year. The process of electing the Second National Deputy Chairman will be managed by the Executive and should be undertaken in a confidential manner until the final approval has been approved by the Board. The process of selecting the incoming Second National Deputy Chairman (as well as the positions of First National Deputy Chairman and National Chairman, if for any reason a candidate could not continue through the three year cycle) will be for each UK/Irish Branch, through the offices of the Branch Chairman, to submit the names of candidates, eligible under Article 8 of the Articles of Association, annually to the Executive, no later than 10th December in the year preceding the proposed year of election. The nomination must include written evidence that the eligibility criteria have been met and that the candidate is willing to serve in the capacity for which they have been nominated.
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The Executive will forward the nominations to the Immediate Past Chairman who will: Communicate the nominations to other active members of the Past Chairmens Forum Conclude the recommendations of the Past Chairmans Forum during its January meeting. Communicate the recommendations of the Past Chairmans Forum immediately to the Executive The Executive will inform the Board at its meeting in March of the nominations of the UK/Irish Branch Chairman and the Past Chairmans Forum. The Board will consider the nominations and the recommendations and will agree by a majority vote of the UK/Irish Branch Chairmen present, the candidate for election. If for any reason the UK/Irish Branch Chairmen cannot agree on a single candidate for election, then the Board will submit the names of those candidates agreed, which will go forward for a ballot of the membership. The election outcome shall be announced at the AGM c) Procedure for all Board Elections and Appointments: The Board shall, not less than four weeks prior to each Annual General Meeting, prepare a list of persons nominated by the Board as candidates for election, all such persons having signified in writing their willingness to serve in the capacity concerned. The list so prepared shall be despatched by post from the Offices of the Guild at least three weeks before the date of the Annual General Meeting. d) Procedure for Election by Ballot (as determined by the Board) If following the selection process, the Board has determined that a ballot of the membership should be undertaken the list so prepared shall be the ballot paper for the ensuing election. It shall contain not less than one nomination for the position of Second National Deputy Chairman and other nominations as the Board may deem necessary to fulfil the management of the Guild. Only those completed ballot papers, which are received at the Offices of the Guild on or before the first post three days before the date of the Annual General Meeting shall be valid. Each member voting may place a cross, in ink, against the name of one candidate for each position proposed for election by the Board. No member may return more than one ballot paper. No indication of the identity of the voter must appear on the ballot paper and it shall be returned sealed in the envelope sent for the purpose. Any ballot paper not confirming with the above conditions shall be invalid. Two scrutineers shall be appointed by the Board from members of the Guild, not on the ballot paper, to open the ballot papers and count the votes for the election of Officers and of Ordinary Members of the Board for the ensuing year, and they shall prior to the Annual General Meeting open the ballot papers and count the votes. The scrutineers shall report the result in writing to the National Chairman of the Annual General Meeting, who shall announce at the meeting the names of those elected. In the event of an equality of votes for any position the election of the successful candidate shall be determined by lot. e) Procedure for Election of Panel Chairman The process for the election of each Panel Chairman is that following formation of a Panel there shall be a meeting not more than 2 months from the date of formation. At the first meeting a Panel Chairman shall be elected by a majority vote of the members there present. The position of Panel Chairman shall be for the duration of the Guild Year (or part thereof dependant on formation). Subsequent elections shall be held annually and should be completed and the results reported to the Executive in time for their March Meeting. The Executive shall present the results of the Election to the Board for approval. RULES FOR PAYMENT FROM BANK ACCOUNTS REF: ARTICLE 17(a) 9. a) Payments from the main Guild bank account shall be in accordance with the bank mandate as approved by the Board. The five authorised signatories on the mandate for the signing of cheques drawn on behalf of The Pipeline Industries Guild Limited shall be those of Director General; National Chairman; First and Second National Deputy Chairmen; and the Audit Chairman. Cheques up to and including 1,000 (one thousand pounds) in value to be signed by a single signatory, that of the Director General (with the exception of any cheque made out to him/her personally) and cheques over 1,000 (one thousand pounds) in value requiring two of the authorised signatories. In addition, the mandate shall include
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the facility for the Finance Manager to cash cheques made out to petty cash, up to and including an amount of 100 (one hundred pounds) per transaction, where the cheque is signed in accordance with the authorised signatories. b) Payments from any UK/Irish branch bank account shall be in accordance with the bank mandate as approved by the Board. The two authorised signatories on the mandate for the signing of cheques drawn on behalf of The Pipeline Industries Guild Limited shall be those of the Director General and the relevant Branch Honorary Treasurer, where either single signature is sufficient for authorisation.

RULES FOR THE MANAGEMENT OF UK AND REPUBLIC OF IRELAND BRANCHES REF: ARTICLE 27(e) 10. 10.1 General a) The management of each UK/Irish Branch shall be vested in a committee consisting of a Branch Chairman, Immediate Past Chairman, at least one but not more than two Deputy Chairmen, Honorary Treasurer, Honorary Secretary and a minimum of four to a maximum of six Ordinary Members and will include the chairman of any Section of the Branch. The Office of Branch Chairman may not be combined with any other Office but, in exceptional circumstances, any two other Offices may be combined. b) Any of the Individual Members of a UK/Irish Branch shall be eligible for election as Branch Chairman or Deputy Chairmen respectively. The Branch Chairman and Deputy Chairmen shall not serve for more than two consecutive years in their respective offices. c) Any Individual Member of a UK/Irish Branch shall be eligible for election as Honorary Treasurer or Honorary Secretary respectively and shall be elected annually. d) Ordinary Members of the Committee shall be elected for a period of up to three years, subject to satisfactory attendance of more than fifty per cent of Ordinary meetings called by the Branch committee. A minimum of two Branch Officers shall determine the ongoing eligibility of Ordinary Members. e) The Immediate Past Chairman shall normally retire from the committee at the end of one years service, but shall continue to serve for a second year when a Branch Chairman is elected to serve for a second year, or is unable to serve as the Immediate Past Chairman for any reason. On retirement an Immediate Past Chairman shall not be eligible for one year for election as Deputy Chairman or Branch Chairman. f) Four members of the Committee shall form a quorum and shall include at least one Branch Officer. g) Co-option Should the position of any member of the Committee become vacant, the Committee may co-opt a person eligible under the appropriate sub-clause above to fill the vacancy until the next Annual General Meeting. The period of co-option shall not count towards the members three consecutive years on the Committee, should the member be re-elected at the Annual General Meeting following his co-option. The Committee may also co-opt up to two members of the Guild each year to serve as voting members of the committee for the remainder of the committee year in which the cooption is exercised. 10.2 Election of Officers and Committee a) At least two months before the date of each UK/Irish Branch Annual General Meeting notices shall be despatched to members reminding them that names of candidates to be nominated in accordance with sub-clause (b) below for election as Officers or Committee members of the Branch must, for inclusion on the ballot paper, be in the hands of the Branch Honorary Secretary at least six weeks before the date of the Branch Annual General Meeting. b) Any two members may nominate a member of the Guild who is eligible as per Article 10(b)(iii) of the Articles of Association as a candidate and must, with their
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nomination include written evidence that the candidate is willing to serve in the capacity for which they have been nominated. c) The election of Officers and of Ordinary Members of the Committee shall be by ballot held at the Branch Annual General Meeting. 10.4 a) Meetings The meetings of the Branch shall be of two kinds: i) General Meetings primarily for the purpose of transacting the business of the Branch, as more particularly described below. ii) Ordinary Meetings primarily for the discussion of subjects of interest to the Guild, for the presentation of addresses or lectures or the reading of papers on such subjects and the discussion of same. Nevertheless it shall be competent at any Ordinary Meeting of a Branch to transact the business proper to a General Meeting providing due notice of the intention to transact such business has been given as detailed below. b) A General meeting of the members of each UK/Irish Branch shall be held at least once in every calendar year not less than seven days prior to the Annual General Meeting of the Guild. General Meetings may also be convened by the Committee on the requisition in writing of any ten or more members of that Branch. c) Fourteen days notice of every Branch General Meeting and of business to be transacted shall be sent to all members of that Branch but accidental failure to give notice to any member or members, or non-receipt, shall not invalidate the Meeting. d) The quorum of any Branch General Meeting shall be ten members present in person. e) Each Branch member present in person at a Branch General Meeting shall have one vote. Proposals or resolutions shall be decided by simple majority in every case. In each case of equality of votes the Chairman of the Meeting shall have the casting vote. f) Each Branch Committee shall prepare a programme of meetings for the forthcoming year to include Ordinary Meetings and the Branch Annual General Meeting. The proceedings of the Branch Annual General Meeting and meetings of the Committee shall be minuted and recorded. 10.5 The management of the affairs of a UK/Irish Branch shall, in all matters not covered by these Regulations or the Operations Manual, be subject to the direction and decision of the Executive for operational procedures and the Board for matters of general Policy. The Board and/or Executive. In accordance with their respective authorities may at any time amend or rescind any or all of these Regulations and procedures contained in the Operations Manual relating to Branches in accordance with the standard operating procedure contained in the Operations Manual

TERMS OF REFERENCE AND RULES FOR THE MANAGEMENT OF OVERSEAS BRANCHES REF: ARTICLE 28(b) 11. The Terms of Reference and Rules for each Overseas Branch shall be included in the Guild Operations Manual. They shall as far as possible follow those for UK/Irish Branches and shall at least cover all the same items.

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