BYLAWS

OF

NATIONAL UTILITY LOCATING CONTRACTORS ASSOCIATION

BYLAW I

OBJECTIVES

Specific Objectives of this Association are to:

1.1 To define, establish and preserve the identity and the common interests of the underground facility locating industry.

1.2 To educate and promote better relations between members and governmental agencies, other Associations, contractors, professional engineers, manufacturers, suppliers, utility companies, one call centers, the public, and the underground facility locating industry.

1.3 To collect and disseminate information relative to the business in which Association members are engaged.

1.4 To represent the common interests of Association members at hearings, meetings and conferences held by legislative and other public administrative bodies on national, state and local levels. This means that the voice of the underground facility locating industry should be heard with respect to the promulgation of Federal, State and Local codes, programs relating to the needs of communities for proper facility location, public works programs, the enactment and administration of prevailing wage laws and such other governmental activities as may be of significance or interest to the underground utility locating industry in the United States .

1.5 To participate in, or support, legal actions to the extent and in the manner deemed appropriate in each case, which affect the interests of the underground facility locating industry.

1.6 To promote ethical practices among underground facility locators and the general public.

1.7 To promote research for the underground facility locators locating industry.

1.8 To encourage safety in the conduct of work.

1.9 To exchange data and information with other stakeholders of the Common Ground Alliance ( CGA ) and to act as the voice of the stakeholder for the Association in the CGA and its committees. The Association shall also conduct this same function with other trade associations, chambers of commerce, boards of trade, and other organizations engaged in similar activities. 1.10 To encourage the education of Association members in the pursuit of underground facility locating in accordance with sound business principles.

1.11 To promote the practical application of scientific and technical knowledge related to the underground facility locating industry for the benefit of public health, safety, and comfort.

1.12 To promote and develop equitable insurance classifications applicable to this industry, including workers' compensation and liability protection.

BYLAW II

MEMBERSHIP

2.1 Membership Classes: Membership in the Association shall be of seven general types: (a) Locating Member (multiple tiers to be determined by the Board) (b) Locating Member/Utility Owner (by state of operation with multiple tiers to be determined by Board) (c) Vendor Member (d) National Associate (e) Honorary (f) One-Call Center (g) Individual. Membership in the Association may be obtained only by majority affirmative action of the Board on written application accompanied by the appropriated dues for the current dues period

2.2 Locating Member: Locating Member shall consist of any person, firm or corporation who locates underground facilities to provide above ground location of these facilities in response to locate requests generated by the owner or operator of the facility, government entity, or a one-call center in accordance with the provisions of the Constitution and Bylaws. Locating Members shall be entitled to vote and hold office.

2.3 Locating Member/Utility Owner: A Utility Locating Member/Utility Owner shall be an underground facility owner who provides above ground location of their facilities in response to locate requests generated by a government entity or a one-call center in accordance with the provisions of the Constitution and Bylaws.

2.4 Vendor Member: A Vendor Member shall be a person, firm or corporation who or which is directly involved in the underground facility locating industry as supplier of equipment, materials, service provider, vertical engineering and design surety, or other stakeholder group as determined by the Board of Directors. Vendor members are eligible to vote on Association matters which come before the Annual Meeting except for those matters determined by the President to be restricted to voting by Locating Members only.

2.5 National Associate Member: A National Associate Member shall be an underground facility owner, but not a Locating member/utility owner, that is concerned with underground damage prevention. National Associate members are eligible to vote on Association matters which come before the Annual Meeting except for those matters determined by the President to be restricted to Locating members.

2.6 Honorary Member: A person who has performed notable service for the Association, industry, or the United States may become an Honorary member of the Association. Honorary members shall be entitled to any of the privileges of membership without the payment of dues but shall not be entitled to vote or hold office. Honorary membership shall be valid until death unless suspended or revoked for good causes by unanimous vote of the Board present and voting at any regularly constituted meeting.

2.7 One-Call Center : A One-Call Center member shall be a call center that processes excavator locate requests and where applicable forwards those requests to contract locators.

2.8 Individual Member: Individuals interested in the underground facility locating industry may apply for individual membership. Individual members may collectively elect one (1) member to the board.

2.9 Admission: Membership may only be confirmed by the board. If a firm is admitted to membership then any other member of such firm may represent the firm at any meeting of members.

2.10 Members' Duties: Each member is obligated to comply with the Articles of Incorporation and the Bylaws and to meet all financial obligations to the Association in the time and manner specified by the Board. Each member is expected to cooperate fully with appropriate officials of the Association with respect to Association matters including official inquiries and requests concerning compliance with the terms of the Articles of Incorporation and the Bylaws of the Association.

2.11 Members' Rights and Privileges: The privileges of membership in this Association includes the right to participate in Association activities, to secure the service provided the Association and to publicize such membership, including the use of the Association's emblem, so long as the emblem is not utilized in a manner that will reflect adversely upon the Association. Contractor members shall be entitled to serve on the Board in accordance with the nominating and election criteria. National Associate members are eligible to vote on Association matters which come before the annual meeting except for those matters determined to be restricted to Contractor members only.

2.12 Designated Representative: If any company or corporate representative shall be elected as an officer or Director of this Association, then the duties of such office shall be performed by the individual so elected and may not be assumed by any other officer or employee of that member company or corporation. Persons authorized to act for a member company or corporation shall be so designated in writing by a person authorized to act for the company or corporation and the last designation of record shall determine company or corporation in the Association.

2.13 Dues and Assessment: The Board is authorized to establish dues payment procedures and penalties where needed. Dues for each fiscal year shall be established by a three-fourths (3/4) vote of those members of the Board.

BYLAW III

TERMINATION OF MEMBERSHIP

3.1 Dues Payment. A member becomes delinquent and is considered to have voluntarily resigned if appropriate dues are not paid within thirty days after the annual due date. A membership interest of a member shall automatically expire if the member fails to pay any dues assessed without further action by the Association within the thirty (30 day period set forth above.

3.2 Membership Resignation Any member of the Association may resign by giving written notice. If a member's dues are not paid the member shall be considered to have voluntarily resigned and relinquished all rights to membership as of the date of non-payment. The resignation, expulsion or suspension of any member shall not cancel any debt owed. A member who has resigned, been expelled or suspended may request a waiver of any debt owed. Such request must be provided in writing to the Treasurer of the Association. Such requests will be reviewed by the Board at the next meeting. The member shall be notified as to the Board's decision within ten days following the meeting. Approval of such requests requires a simple majority vote of the Board members in attendance at a Board meeting.

3. 3 Member Expulsion. A member may be expelled by three-quarters (3/4) action of the Board.

3.4 Readmission of Members. A member who has been expelled may not be re-admitted for at least one year and then only upon proof that the member is eligible for membership as a new member.

3.5 Return of Property. On termination of membership the member is obligated to return promptly all properties of the Association.

BYLAW IV

DUES AND ASSESSMENTS

4.1 Dues Structure. The Board is authorized to approve a dues structure for the Association, with one or more categories of dues dues, by action approved by three-fourths (3/4) of the Board..

4.2 Dues Cycle. Dues shall be billed annually. Members admitted during the course of the fiscal year shall pay dues for an entire year.

BYLAW V

BOARD OF DIRECTORS

5.1 Board Composition: The number of directors shall be not less than three (3) but may be more as determined by resolution of the Board.

5.2. Voting Rights: Each director shall be entitled to one vote. There shall be no cumulative voting. Voting may be by remote communication. Remote communication includes electronic communication, conference telephone, video conference, the internet, webinars, use of the Association's, website and any other similar method of conveying information.

5.3 Year of Service: Members of the Board, all of whom must be members of the Association, shall be installed for a period of one year, or until their successor is elected and takes office.

5.4 Past President: The Past President shall continue to hold the position of Past President, so long as he or she (1) remains active in the industry; and (2) until the current President becomes the immediate Past President.

5.5 Removal of Directors: Any Director of the Association may be removed with or without cause at a regular meeting, or a special convention called for the purpose of considering such action by a vote of three-fourths of the members of the Association registered as being in attendance at the meeting.

5.6 Meeting Schedule: The Board shall determine the schedule of meetings for the purpose of attending to the discharge of the duties of their offices.

5.7 Quorum: A simple majority of the members of the Board shall constitute a quorum.

5.8 Written Action: Any action that may be taken at a meeting of the Board may be taken without a meeting when signed by the number of directors that would be required to take the same action at a meeting of the Board at which all directors are present. Between meetings of the Board, any questions may be submitted to the Board for ballot by mail, or any form of remote communication.

5.9 Compensation and Reimbursement : Officers, Directors, Committee Chairmen and Committee members shall not receive any salary for their services. Travel expenses may be reimbursed to those attending meetings or approved in accordance with expense reimbursement policies established by the Board.

5.10 Resignation. A director may resign at any time by giving written notice to the Association. A resignation shall take effect at the time specified in the resignation or upon receipt by the Association if no time is specified. Acceptance of a resignation shall not be necessary to make it effective.

5.11 Vacancies. Any vacancy or newly created position in the Board shall be filled by a vote of the majority of the remaining Directors, though less than a quorum, and each director so chosen shall hold office until the next election and until his or her successor shall be duly elected and qualified.

5.12 Action of the Board. Unless otherwise specified in these Bylaws for

actions requiring 3/4 vote of the entire Board, any board action shall take action by the affirmative

vote of a majority of the directors present at a duly held meeting.

5.13 Waiver of Notice. A director may waive notice of a meeting of the Board. A waiver of notice by a director entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by acceptance. Attendance by a director at a meeting is a waiver of notice of that meeting, unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting.

5.14 Special Participation. Members of the Board, or any committee appointed by the Board, may participate in a meeting by means of remote communication. Such participation shall be considered presence in person at such meeting for purposes of notice and quorum requirements.

5.15 Advanced Consent or Opposition. A director may give advance written consent or opposition to a proposal to be acted upon at a Board meeting. Such consent or opposition shall not constitute presence at the meeting for quorum purposes. The proposal acted upon at the meeting must be substantially the same or have substantially the same affect as the proposal to which the director has consented or objected for that consent or objection to be considered effective.

5.16 At-Large, Ex -Officio, Honorary and Advisory Directors. The Board may by resolution designate one or more at-large, honorary, ex officio, or advisory directors who shall have such rights, voting or otherwise, as are conferred by the Board.

5.17 Special Meeting. Special meetings of the Board may be convened by the President or any two (2) Directors.

BYLAW VI

OFFICERS

6.1 Officers. The officers of the Association shall consist of a President, a Vice- President, a Secretary, a Treasurer, and such other officers as may from time to time be determined by the Board.

6.2 President. The President shall serve for a term of one year and shall be the chief executive officer of the Association and at such time as the Board is not meeting shall be charged with the general control and management of the business of the Association and shall perform all duties incident to the office, as well as such additional duties as the Board may direct or prescribe. The President may sign and execute authorized bonds, contracts, checks or other obligations in the name of the Association in accordance with procedures contained in the Articles of Incorporation or the Bylaws or established by the Board. The President shall also keep the Board fully informed and shall freely consult with them concerning the business of the Association and from time to time shall make such recommendations regarding the establishment and implementations of policies germane to the objectives and business of the Association.
The President shall conduct and preside at all meetings of the Board and at all Annual and Special Meetings of the Association.
This Section shall not be construed, however, to prevent the President, during absences from the offices of the Association, from delegating the duties and responsibilities incident to the day-to-day conduct of the Association's business to assistants or other subordinate members of the Association's official staff.

6.3 Vice President. The Vice President shall assist the President in such a manner as they shall see fit so as to become fully acquainted with the duties of those offices. The Vice President shall automatically succeed to the office of President. In the event of the unavailability or the temporary incapacity of the President to act, the Vice President shall act as President.

6.4 Treasurer. The Treasurer shall subject to the direction and under the supervision of the Board, have general charge of the financial affairs of the Association. Checks against or deposits of the Association shall be signed by one of the following officers: President or Treasurer unless otherwise authorized by the Board. The Treasurer shall oversee the collection or have collected all monies from time to time due and owing the Association, including membership dues and assessments and shall have oversight over deposits and disbursements pursuant to the instruction of the Board. The Treasurer shall keep or cause to be kept accurate books of account, which shall be the property of the Association, and he shall render a statement of the financial affairs of the Association to the Board whenever they may require it, and at each Annual Convention of the Association, submit a complete statement of his account as Treasurer, showing all receipts and expenditures for the preceding calendar year. If required by the Board the Treasurer shall give bond for the faithful performance of his duties in such sum, and with such surety or sureties as the Board shall require: the premium for such bond shall be paid by the Association.

6.5 Secretary. The Secretary shall keep or cause to be kept an accurate record of the proceedings of all meetings of the members of the Association and of the Board in books belonging to the Association, which books shall be open at all reasonable times to the inspection of any member of the Association. The Secretary shall issue or cause to be issued all notices of the meetings of the Association and of the Board and all other required notices. In the event of the Secretary's absence from any meeting a Secretary pro tempore may be appointed by the President or the presiding officer.

6.6 Removal. Any officer of the Association may be removed with or without cause at any time by vote of three-fourths of the Directors present at a meeting and any officer shall simultaneously cease to hold office as Director. The Executive Director is not entitled to the benefit of this procedure.

BYLAW VII

ELECTION OF OFFICERS AND DIRECTORS

7.1 Board Composition. The Board shall consist of the immediate Past President who remain active in the industry, all current officers, two Locating Members, two National Associate members, two at-large directors, one Individual Member, and two ex-officio members.

7.2 Succession of Office. The Vice President shall automatically succeed o the office of President at the convention following election as Vice President.

7.3 Term of Office. The elected officers of the Association, and Directors who have been duly appointed to vacancies shall hold office until their respective successors have been duly qualified and elected. In case of temporary absence or disability of any officer other than a Director, the Board may appoint a person to perform the duties of such officer during such absence or disability. In case a vacancy shall occur in any office of the Association from any cause, the Board shall appoint a person to perform the duties incident to the office until the same shall be filled by election by the members at the next Annual Meeting or at a special meeting called for that purpose.

BYLAW VIII

COMMITTEES

8.1 Committee Structure Committees other than those which are specifically established in these Bylaws may be established by the Board. The Board shall confer such powers as they may deem necessary.

8.2 Standing Committees There shall be established if so determined by resolution of the Board one or more of the following standing committees:

(a) Membership Committee. This committee, composed of no less than three members, shall have jurisdiction over the development of membership in the Association and accordingly it shall review and make recommendations with respect to all matters relating to membership in the Association, such as, the appropriateness of classifications held by members and all other matters relating to the acquisition and retention of membership in this Association.
(b) Executive Committee. This Committee may in its discretion, delegate to such committee the power to receive and to pass all applications for membership, to make rules governing applications for membership, and to change, alter, or amend such rules from time to time as the business of the Association may require.
(c) Finance Committee. This committee, composed of no less than three members, shall have jurisdiction over the financial condition and requirements of the Association and shall keep the Board posted thereon, shall have review jurisdiction over the collection and disbursement of funds, and, in addition, review operation of the budget. This committee is authorized to make an orderly review of Association expenditures to ascertain whether they are within budget. It is within the jurisdiction of this committee to retain a Certified Public Accountant to audit the accounts of the Association for each year.

BYLAW IX

AMENDMENTS

9.1 Amendment Process . These Bylaws may be restated, amended, altered or replaced and new Bylaws may be adopted by affirmative vote of three-fourths (3/4) of the Board of Directors. Upon approval of any amendment or modification to these Bylaws, the Association shall notify the members by remoter communication of the change or post the changes or the revised Bylaws on its website.

Amended 4-17-09 Board Meeting