ARTICLE VI

Section A. Committee Members: The Chairperson of the Board of Directors shall select and the Directors shall approve by majority vote the persons to serve on Committees. Each Director shall serve on at least one Committee. Each Committee, except the Executive Committee, shall have a minimum of three (3) and a maximum of eleven (11) members. Each committee other than the Executive Committee shall be comprised of Directors and employees of members of the corporation or associate members.

Section B. Operation of Committees: Each Committee shall exercise the powers and perform duties as required by these bylaws or as directed to be performed by the Board of Directors. All actions taken by Committees shall be subject to review and approval by the Board of Directors, and each Committee shall keep minutes of each meeting and present a report to the Board of Directors at each Board meeting, along with any actions or suggestions for which approval is sought.

Section C. Service on Committees: No person may be a member of more than two (2) standing Committees, and the Chairperson and Secretary shall only serve on the Executive Committee and the Executive Review Committee.

Section D. Organization of Committees: Each committee shall have a chairperson elected by the Board of Directors, but the members of each Committee shall select the secretary and vice chairperson of the committee. The chairperson of the Board of Directors and the secretary of the Corporation shall also occupy those same positions on the Executive Committee. The chairperson of any committee shall not hold the position for more than two consecutive one year terms.

Section E. Meetings of Committees: Each standing committee shall meet at least once every quarter unless the chairperson decides that no meeting is necessary. If no meeting is held in any particular quarter, the chairperson shall report and explain the reasons to the Board of Directors. The chairperson shall cause notice of committee meetings to be given in the manner required by Article III.

Section F. Vacancies and Quorum: A majority of the members of any Committee shall constitute a quorum. If any member should resign or terminate activity on a Committee, the Board of Directors may elect a replacement.

Section G. Standing Committees: The Executive, Finance, Operations, and Damage Prevention Committees shall be standing Committees of the Board of Directors.

1. The Executive Committee shall have as members the Chairperson, Vice-Chairperson, the Secretary, the Treasurer and the Chairperson of each standing committee. The Executive Committee shall coordinate the activities of all other committees.

2. The Finance Committee shall have the responsibility for the finances and the financial dealings of the Corporation. As a part of the performance of these duties, the Finance Committee shall monitor the cost of administration of the Corporation and present recommendations to the Board of Directors concerning the appropriate level of cost recovery and the manner in which contributions shall be assessed to members to fund operations. Acting upon the direction of the Board of Directors, the Finance Committee may notify members of any increases or decreases in contributions. The Finance Committee shall review the annual budget before approval by the Board of Directors.

3. The Operations Committee shall have the responsibility of reviewing the operations of the call notification center and the operating practices, procedures and standards of the one-call notification system and shall present recommendations to the Board of Directors for the adoption of or any changes to existing practices, procedures and standards. The Operations Committee shall act as the liaison between the Board of Directors and any entity that provides operational services to the Corporation pursuant to contract, including the review of all documents relating to the legal relationship between the Corporation and any service provider and the review and analysis of any equipment or facilities used in the performance of services for the Corporation.

4. The Damage Prevention Committee shall have the responsibility of reviewing the damage prevention program and activities of the Corporation. The Committee shall present recommendations to the Board of Directors for the adoption of or changes to the damage prevention programs and activities.

Section H. Ex Officio Members: The Executive Director and General Counsel shall be ex officio members of all committees of the Board of Directors.

History: New May 1993; Amended May 1995; May 1996; May 1998, May 2000; May 2002; May 2003; May 2005.