NYC & LI ONE CALL/DIG SAFELY, INC.

BYLAWS

ARTICLE I NAME AND PURPOSE OF THE CORPORATION

Section 1. Name

This Corporation shall be known as NYC & LI ONE CALL/ DIG SAFELY, INC.

Section 2. Purpose

(A)(1) The purpose of the Corporation is to improve safety, reduce to a minimum loss and inconvenience to the general public, as well as the expense and loss to the owners of pipelines, power lines, telephone communications lines, cable television and other conduit provisions and similar or related facilities located physically beneath the surface of the ground (privately owned land excluded) as a result of the damage to or disruption of such underground facilities by individuals who excavate, drill, blast or otherwise open or disturb the surfaces of the ground for any purpose whatsoever.

(A)(2) Each member desires to protect subsurface utility facilities from damage, interruption or interference by anyone who excavates, drills, blasts or performs other work that might disturb the surface or subsurface of the earth.

(B) The Corporation will arrange to provide or operate, at the discretion of the Board of Directors of the Corporation, a One Call Center service in order to help protect their respective members facilities or others subsurface utility facilities. The One Call Center Operator will provide service by which anyone who intends to excavate, drill, blast or perform other work which might disturb the surface or subsurface of the earth (privately owned land excluded) within the City of New York and Long Island in which such facilities are located, may call a single telephone number to notify the members affected by the proposed work and seek such members assistance in locating their respective subsurface utility facilities.

Section 3. Offices

The principal office of the Corporation is currently located at 36-35 Bell Boulevard, Bayside, NY 11361.

ARTICLE II QUALIFICATIONS AND CLASSIFICATION FOR MEMBERSHIP

Section 1. Qualifications

(A) All members shall have a recognizable interest in the furtherance of the purpose and objectives of the Corporation as set forth herein.

(B) Every member not exempted shall pay the dues and fees established for their class of membership in accordance with the Bylaws.

Section 2. Participating Member.

(A) Corporations, firms, municipalities, public agencies or individuals which own, lease and /or operate a public or private underground facility which furnishes services or materials, including but not limited to electric power, steam, gas, liquid petroleum products, water, sewage, telephone or telegraphic communications, cable control systems, cable television and conduit systems, to whom a request for location of such facilities will be referred and who, in turn, will supply such location information in the interest of protecting such facilities and the customers or general public served thereby.

(B) All Participating Members shall have a proactive interest in the operation of the Corporation and in the furtherance of the purpose of the Corporation as set forth in the Bylaws.

(D) All Participating Members shall pay the pro-rata monthly cost distribution and the monthly budgeted public relations/treasury appropriation.

Section 3. Participating Exempt Member (As defined: General Business Law 761(3)).

(B) All Participating Exempt Members shall have a proactive interest in the operation of the Corporation and in the furtherance of the purpose of the Corporation as set forth in the Bylaws.

(D) All Participating Exempt Members are not required to pay the pro-rata monthly cost distribution and the monthly budgeted public relations/treasury appropriation. Additionally, Participating Exempt Members are not required to pay ticket charges unless said Exempt Member has more than one ticket receiver site.

Section 4. Sustaining Member.

(A) Corporations, firms, municipalities, public agencies, associations or individuals which neither own nor operate a public or private underground facility but which, by virtue of their business or professional activities, share the concern and purpose of the Corporation in establishing and operating a plan of activities designed to protect such underground facilities and installations, specifically including the activities described herein.

(B) Sustaining Members shall be liable for annual dues as levied by the Corporation.

Section 5. Rights Of Members.

(A) Property Rights

No Member shall have the right or interest in or to the property or assets of the Corporation; all property or assets of the Corporation shall be subject to the direction and control of the Board of Directors of the Corporation in the manner and to the extent provided by the Not-For-Profit Laws of The State of New York, the Certificate of Incorporation and the Bylaws. Should the Corporation be liquidated or dissolved or otherwise discontinue activity, the property and net assets of the Corporation shall be distributed in proportion to the Participating Members pro-rata service cost distribution as computed as an average for the previous three years.

(B) Voting Rights (Annual and Special Meetings)

(1) Participating Members of the Corporation shall be entitled to vote at any Annual or Special Meeting as scheduled by the Board of Directors of the Corporation. Each participating member of the Corporation shall be entitled to cast one vote by an authorized representative duly accepted by the Secretary of the Corporation.

(2) Sustaining Members of the Corporation shall be entitled to vote at any Annual or Special Meeting as scheduled by the Board of Directors of the Corporation. Three Sustaining Members vote will be counted as One in the final tally of votes, said Sustaining Members vote will be a block vote and therefore undividable.

(3) A member shall designate an authorized representative to vote for the member and that representative shall be designated, in writing, to the Secretary of the Corporation prior to casting a vote. The designated representative must have an association with the member being represented.

(4) All votes will be cast by those present and duly authorized to vote. There shall be no proxy voting.

ARTICLE III ADMISSION, PRO-RATA COST DISTRIBUTION AND FEES

Section 1. Application for Membership

Application for membership shall be made to the Secretary on a form provided by the Corporation. Such form shall include an adequate statement of the applicants qualifications for membership and shall describe precisely the nature of the professional or business activity in which the applicant is engaged. In addition, an applicant for participating membership shall furnish specific information concerning the ownership or business structure of the applicant. Recognizing the financial obligation which the Corporation assumes in complying with the provisions of the Bylaws, the filing of an application for membership shall constitute an offer by the applicant to share with other members of the Corporation in satisfying the financial obligation by the payment of related pro-rata service cost fees in conformity with the annual One Call Center operating cost. On acceptance by a vote of the Board of Directors, the application for membership shall become a mutually binding obligation between the Corporation and the member, as follows:

(A) Payment by the member and acceptance by the Corporation of a members annual fees and pro-rata charges for the year shall obligate the member to pay the balance of said annual fees and pro-rata charges for the year and obligate the Corporation to continue to honor said membership for that year when charges are current.

(B) Termination of membership in the Corporation may be effective only as of the end of a calendar year. The party desiring to terminate the membership shall give to the party notice to that effect, said notice shall be in writing and shall be received by the Corporation or Member at their address of record (See ByLaws Article I, Section 3 and Member Application) on or before the 31^st day of December. Termination will be effective the 1^st day of January, the next calendar year after receipt of said termination Notice. Such notice may be delivered to the party to which it is addressed in person or by United States certified mail addressed to such party at its mailing address as shown on the current Corporate records. Failure to provide and deliver notice of termination of membership in the manner herein above prescribed shall obligate parties, Corporation and member to honor and maintain the membership of such member for the next succeeding calendar year. This paragraph is not withstanding any acceleration of termination procedure had herein, as said acceleration of termination procedure shall prevail.

(C) Each member shall pay a pro-rata cost distribution in the amount that is currently budgeted for their Classification of membership. The pro-rata cost distribution payment shall be due on or before the 30^th day following the invoice date. The amount charged to the members shall be computed based on outbound tickets generated by the initial call to the One Call Center. Members will pay annual dues which will be due on January 1, in each year of membership, prior to which the Secretary shall notify each member of the amount due for the ensuing year. The amount of the dues for each class of membership shall be fixed annually and prior to this date by action of the Corporation.

(D) A member, who fails to pay the applicable pro-rata fees and/or annual dues prescribed for its membership within ninety days of the due date, may be suspended or removed from membership in the Corporation upon thirty days written notice.

(E) All monies obtained from any source, by or through any person or persons, acting for or on behalf of the Corporation or under its direction and authority, shall be considered Corporate funds and shall be delivered to the Treasurer, who shall give his/her official receipt therefore and who shall report at the close of each meeting the amounts so received and from what source.

ARTICLE IV MEETING OF MEMBERS

Section 1. Meetings

(A) The annual meeting of the members of the Corporation shall be held in April in each year hereafter at such time and place as may be designated by the Secretary of the Corporation and specified in the notice of such meeting.

(B) A special meeting of the members shall be held at such time and place as may be designated by the Secretary of the Corporation and specified in the notice of such meeting.

(C) Notice of any annual or special meeting shall be deemed sufficient if deposited in the United States Post Office, not less than ten nor more than sixty days prior to such meeting, addressed to the members at their respective addresses appearing on the records of the Corporation, but notice of any and all meetings may be waived by members, in writing, orally or by attendance at the meeting.

(D) The Board of Directors shall hold regular and special meetings, at such times and places, and in accordance with such notices as from time to time may be determined by the Board of Directors, and in addition hereto, the President of the Corporation, at the request of three members may call a meeting of the Board of Directors upon three business days notice delivered either by mail, personally, telephone, fax and electronic mail. Any Director may waive any notice required to be given to him/her by law or under the Bylaws, and by attendance at any meeting he/she shall be deemed to have waived notice thereof.

(E) The meetings shall be conducted when more than sixty percent of the presiding Board of Directors of the Corporation are called present and shall constitute a quorum for the transaction of any business of the Corporation. If less than a quorum of the Board of Directors is present at any meeting, the meeting shall be adjourned to such time and place, as those present shall determine.

Section 2. Quorum

At any annual or special meeting of the members, the presence of sixty percent of the Board of Directors of the Corporation shall constitute a quorum for the transaction of any and all business, which may properly be conducted at such meeting.

Section 3. Roberts Rules

The rules contained in Roberts Rules of Order, Newly Revised, as that text may be amended, shall govern the Corporation in all cases to which they are applicable.

Section 4. Order of Business

The following shall form a part of the order of business and procedures at annual meetings of the Corporation and at meetings of the Board of Directors:

(A) Call to Order (Pres.)

(B) Roll Call of directors (Sec)

(D) Report of Membership Committee and reading of applications

(E) Presidents Report

(F) Treasurers Report

(G) Reading of bills and communications

(H) Report of Auditors and Trustees

(I) Report of Committees

(J) Unfinished Business

(K) New Business (When elections are in order, this is the first item under New Business.)

(L) Good of the Corporation

(M) Closing

ARTICLE V DIRECTORS

Section 1. Number & Qualifications

(A) The Board of Directors of the Corporation shall comprise of an odd number of Directors not less than nine nor more than thirty-five, each of whom shall be an individual member or an authorized representative of a member of the Corporation. The exact number of directors shall be fixed and determined from time to time by a vote of the membership. The Board of Directors shall be divided into the following classifications:

1. Participating Members;

2. Participating Exempt Members; and

3. Sustaining Members.

Participating Exempt Members may comprise up to and include thirty percent of the Board of Directors. Sustaining members may comprise up to and include ten percent of the Board of Directors. Any fractional number as a result of a percentage calculation shall be round down to the nearest whole number not less than one, as both Sustaining Members and Participating Exempt Members shall be entitled to at least one seat on the Board.

(B) A Board of Director shall be elected for a three-year term. Exception: Upon expansion of the Board of Directors, the Directors that will occupy the Expansion Board of Directors seats shall be elected for an initial term of two, three and four years, respectively. The current Board of Directors at their sole discretion will determine the initial term for any of the Expansion Board of Directors seats. After the initial term, anyone elected to fill said expansion Board of Director seat shall be elected for a three-year term.

(C) At the annual meeting of the members, a vote shall be held to elect approximately one third (1/3) of the Board of Directors seats unless there is an expansion to the Board of Directors.

(D) Elections shall be effected by a majority vote of the members present at the annual meeting.

(E) At least sixty days prior to the election meeting, the President shall appoint a Nominating Committee of four Participating Members and one Sustaining Member or representative in good standing. Such Nominating Committee shall make nominations of candidates to succeed those members of the Board of Directors whose terms of office will expire. Such nominations shall be prominently posted in the offices of the Corporation for a period of fourteen days prior to the election meeting, and notice thereof shall be sent to each member in good standing at least fourteen days prior to said meeting.

(F) Any member in good standing may make nominations of candidates for the Board of Directors by written notice to the Secretary at least fifteen days prior to the election meeting, and such nominations must be prominently posted in the offices of the Corporation and a notice thereof sent by the Secretary to each member of the Corporation at least ten days prior to such meeting.

(G) The election of the Board of Directors shall take place on the day at the place of the election meeting, voting to be ballot for each member of the Board of Directors to be elected and votes shall be cast for each member of the Board of Directors to be elected in the manner prescribed herein. The election shall be conducted by three inspectors of election who shall be appointed by the President prior to the date of the meeting. Only candidates who have expressed an interest and whose names have been posted in the offices of the Corporation according to the Bylaws shall be voted upon. The inspectors of election shall immediately canvass the votes cast and shall certify the results of such canvas to the presiding officer at the election meeting in writing. The presiding officer shall thereupon declare elected those candidates for the Board of Directors receiving the majority number of votes cast. Ballots shall be printed.

Section 2. Vacancies

Any member of the Board of Directors may resign by delivering a written resignation to the Secretary of the Corporation or may be removed for cause at any time by three-quarters vote of the membership. Any member of Board of Directors who fails to attend, or have designated an authorized representative attend two consecutive Board of Directors meetings without being excused by the Board of Directors, may be presumed to have resigned.

A majority vote of the Board of Directors is required to declare the position vacant. In the case of a vacancy on the Board of Directors through death, disability, failure of the membership to nominate a candidate for a Board of Director seat, resignation, removal or other cause, the remaining Directors shall elect a successor from the same classification as the previous occupant of the seat, who shall take office immediately and hold same until the next annual meeting of the membership, at which time a successor to fill the remainder of the unexpired term shall be elected by the membership.

Section 3. Duties

The duties of the Board of Directors shall include, but are not limited to:

(A) Approval or disapproval of membership applications.

(B) Approval or disapproval of motion to terminate membership.

(D) Election of officers.

(E) Approval of an annual budget.

(F) Initiation of programs and activities to further promote the Corporations Purpose.

(G) Approve expenditures of funds.

(H) Take action to maintain the on-going operation of the One Call Center.

(I) Review the operations of the One Call Center.

(J) Establish a structure for the payment of monthly service fees and dues.

(K) Maintain and safeguard assets and records of the Corporation.

The Board of Directors shall have the control and general management of the affairs of the Corporation. Such directors shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem appropriate and consistent with the Bylaws.

ARTICLE VI OFFICERS

Section 1. Officers Designated

The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer.

The officers of the Corporation shall be individual representatives of the members of the Board of Directors. Their responsibilities shall consist of the following:

(A) President

The President of this Corporation shall:

(1) Be the chief executive officer and head of the Corporation, and shall, subject to the control of the Board of Directors, have the general and active management of its business and affairs and shall be an ex-officio member of all committees;

(2) Preside at all meetings of the members unless otherwise ordered by the Board;

(3) Make annual reports showing the condition of the affairs of the Corporation, making such recommendations as he/she deems proper, and submit same to the Corporation at its annual meeting;

(4) Appoint all committees subject to approval of the Board of Directors.

(B) Vice-President

The Vice-President of the Corporation shall:

(1) Act as assistant to the President;

(2) Be an ex-officio member of all committees and shall supervise the actions of the committees;

(3) In the event of absence of the President of the Corporation preside over any meeting and assume the responsibilities of the President.

The Secretary of the Corporation:

(1) Keep a fair and accurate record of all meetings of the Corporation and shall give notice of all official meetings as provided herein;

(2) Maintain files on all minutes and other documents relating to the meetings of the Corporation.

(D) Treasurer

The Treasurer of the Corporation shall:

(1) Keep accurate accounts of all receipts and disbursements and shall render an annual report in writing at the same meeting as to the financial condition of the Corporation and shall prepare such other reports and shall perform such other duties in connection with the administration of the financial affairs of the Corporation as the Board of Directors may direct.

Section 2. Authorization of Officers

(A) All such officers shall have such other authority and duties as may be prescribed by action of the Board of Directors from time to time. One person may hold no more than two offices simultaneously. All officers shall be bonded at the expense of the Corporation.

(B) Officers shall be authorized, up to a limit of $250, to incur, and authorize payment of an expense as it may occur through the conducting of the Business of the Corporation. Any expenditure above the said limit will require the advance approval of the Board of Directors. Such expenditure shall be included in the Treasurers annual report as prescribed in the Bylaws.

(C) No money in excess of $250.00 shall be transferred from the Treasury, except such monies as the Corporation is called upon to regularly pay for its current expenses and as provided by the Bylaws, or for purposes approved by the Board of Directors, unless by a two-thirds vote of the members present and voting at a general meeting, at which notice in writing of a resolution of intention to pay or transfer such money and the purposes and amounts to be paid or transferred shall have been given and regularly read.

Section 3. Election and Tenure

(A) The officers shall be elected at any meeting of the Board of Directors and, when so elected, shall take office immediately and hold the same at the will of the Board of Directors. Vacancies can be filled at any meeting of the Board for the unexpired term of the officer.

(B) Officers shall deliver to their successors in the office forthwith, upon beginning of terms of said successors, all books, funds, property, etc., belonging to the Corporation. Deposed or suspended officers shall deliver books, property, etc., on demand to the Board of Directors or President, whichever shall make demand, and in case of more than one demand preference shall be given in the order named. Funds of the Corporation shall, however, only be delivered by such a deposed or suspended officer to The Board of Directors.

(C) The Board of Directors at its discretion may create and/or abolish from time to time the offices of Assistant Secretary and Assistant Treasurer. Appointments to fill each of such offices when created shall be made by the Board of Directors.

(D) Officers shall be elected for a term of three (3) years starting/ending at the annual meeting or at any other special meeting of the Board of Directors. Each Officer shall hold office, subject to the provisions of Article VI of the Bylaws, until the expiration of the term for which he/she is elected or appointed. Officers may be re-elected to further consecutive three (3) year terms without limit.

ARTICLE VII OPERATIONS

Section 1. One Call Center

The Corporation shall be authorized to operate a One Call Center to cover the Corporations service area. The service area shall be the counties of the City of New York and Nassau and Suffolk Counties. The Board of Directors may change the service area at any time and give notice of said change to the members.

The Corporation may operate the One Call Center with its staff at a location chosen by the Board of Directions or enter into a contract with any person, corporation or other business entity to operate the One Call Center under the direction of the Board of Directors.

The One Call Center will enable any person, corporation, business entity or government agency that intends to excavate, drill, blast or perform other work that might disturb the surface or subsurface of the earth in the Service Area, upon contacting the One Call Center, to obtain information about the owner, exact location and description of underground facilities at any point in the service area.

The One Call Center shall perform the following services:

(A) Provide such supervision, labor, transportation, materials, equipment, supplies and services as it may deem necessary, to operate and maintain a facility known as the One Call Center to render the services defined within its contract or by the Board of Directors and, generally, to effectuate the purpose of the Corporation.

(B) Utilize a telephone number or numbers (hereinafter referred to as Designated Telephone Number), to which calls may be placed by those persons, corporations, business entities or government agencies intending to excavate, drill, blast, demolish or otherwise disturb the surface of the ground. The appropriate designated telephone number for the Corporation shall be listed by each Participating Member under its name in each telephone directory in the service area in which its name appears. However, when accepting calls to the designated telephone number, only the One Call Center operation will be identified.

(C) Preserve, for the period of time required by law and for such additional period of time as may be requested by any Participating Member, the messages dispatched to the One Call Center. Any such message shall be made available by the One Call Center to any Participating Member requesting same.

(D) Provide at the One Call Center or other appropriate location, office space, furniture, storage, telephone answering as may be requiring for corporate operations.

(E) If any person, corporation or business entity operates the One Call Center for the Corporation, it shall indemnify, protect and hold harmless the Corporation, its Directors, Officers and Members from all losses, liabilities, claims, demands, payments, actions, legal proceedings, recoveries, judgments, costs, expenses, attorney fees, orders and decrees of every nature and description brought or recovered against or incurred by the Corporation by reason of any act or failure to act by the One Call Center, its owner, officers, directors, employees, agents, partners or subcontractors, in carrying out any of the provisions of the contract between the Corporation and the operator of the One Call Center, relating to inquiries received at the One Call Center and specifically and all other duties and responsibilities imposed upon the One Call Center by contract.

(F) If the One Call Center is operated by the Corporation the Corporation will obtain insurance coverage for such liabilities as stated in the ByLaws, Article VII Section I Paragraph (E).

Section 2.

(A) Each Participating Member shall maintain, at one of its business offices to be selected by it, appropriate telephone, transmission and/or data processing equipment to receive messages dispatched by the One Call Center.

(B) If a Participating Member is served by more than one billing network, each such network may have a maximum of two stations to receive messages by telephone, transmission and/or data processing equipment, in order to determine One Call Centers responsibility for paying private line costs. Participating Members having more than two receiving stations in any one network shall pay a flat fee or charge per month as fixed and determined from time to time by action of the Board of Directors of the Corporation.

Section 3.

Each Participating Member shall take such action, as it may deem necessary to protect the public and its underground facilities and to insure continuation of its utility service to the public.

Section 4.

(A) Each Participating Member shall pay to the Corporation its predetermined pro-rata share of all costs and expenses incurred or to be incurred by the Corporation relative to One Call Center Operations.

(B) At the time of rendering the billings described in paragraph 3 below, the Corporation or its authorized agent shall provide each Participating Member with a breakdown, showing in reasonable detail, the basis and composition of the fees and charges billed.

(C) The share of costs and expenses by the Participating Members shall be established by the Board of Directors of the Corporation. The Board of Directors also shall establish a fee for Sustaining Members.

(D) The schedule of charges and fees for Members shall be reviewed at least once a year by the Board of Directors and may be modified by the Board of Directors.

(E) Participating Members shall be responsible, individually, for all costs and expenses incurred in the receipt of calls from the One Call Center and in establishment, operation and maintenance of telecommunication lines and equipment on the members respective premises, or where otherwise designated by member, including, without limitation, the costs of providing, leasing, renting or utilizing telephone, transmission and/or other data processing equipment. Each Participating Member shall be responsible for its cost of carrying on any activities associated with advertising the designated telephone number, including the listing thereof.

ARTICLE VIII INDEMNIFICATION

Section 1.

It is the intention of this provision that, by virtue of the indemnity herein set forth, each member will retain and absorb, without contribution by any other participating party, the risk of damage to its plant or to third parties by reason of the involvement of its plant caused by negligent action or inaction of the Corporation.

Section 2.

The Corporation shall not be liable or responsible in any way to any member for any loss, cost, damage or expense incurred by any member as a result of any act, whether solely negligent or otherwise, by the Corporation, its officers, directors, agents, partners, contractors or subcontractors in carrying out any of its functions.

Section 3.

Members will indemnify and hold the Corporations Officers and Directors harmless from and against all losses, liabilities, claims, demands, payments, actions, legal proceedings, recoveries, judgments, costs, expenses, attorney fees, orders and decrees of every nature and description brought or recovered against the Corporation, its officers, directors, employees, agents, partners or subcontractors, in carrying out any of its functions, including any relating to the notification of Participating Members of inquiries received at the One Call Center and specifically, including the rendering of the communications service and all other duties and responsibilities imposed upon the One Call Center in conjunction herewith.

Section 4.

Any member whose facilities are involved in damage to others, including third parties, shall indemnify and save harmless, the Corporation and every other member from any derivative liability or loss for which such other member might otherwise be liable solely by reason of participation in the Corporation, provided that this clause shall not be construed to absolve from liability a member which shall, by its negligent action or inaction, cause damage to another member by such action or inaction.

ARTICLE IX AMENDMENTS

The Bylaws may be amended, repealed or superseded, either in whole or in part, by the affirmative action of a majority of the members present at any meeting of the members at which a quorum of members is present and acting, provided that the proposed amendment with any repealed or superseded language is available to the members, upon request thereof or by posting same on the Corporations website, prior to such meeting.