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HomeMy WebLinkAboutRESOLUTION - 52-02 - 11/19/2002 - MEMBERSHIP AGREEMENT/BY LAWS/JULIERESOLUTION NO. 52-02 A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE A MEMBERSHIP AGREEMENT AND BY-LAWS BETWEEN J.U.L.I.E., INC. AND THE VILLAGE OF ELK GROVE VILLAGE (Joint Utilities Location Information for Excavation) NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of cook and DuPage, State of Illinois as follows: Section 1: That the Mayor be and is hereby authorized to sign the attached documents marked: J. U. L. 1. E. MEMBERSHIP AGREEMENT a copy of which is attached hereto and made a part hereof as if fully set forth and the Village clerk is authorized to attest said document upon the signature of the Mayor. Section 2: That this Resolution shall be in full force and effect from and after its passage and approval according to law. VOTE: AYES: 6 NAYS: 0 ABSENT: 0 PASSED this l9th day of November 2002. APPROVED this l9th day of November 2002. APPROVED: Craig B. Johnson, Mayor ATTEST: Ann I. Walsh Village Clerk �L I EmembershipA�t. doc MEMBERSHIP AGREEMEI JULIE, INC. AMENDED -July 19, 2000 MEMBERSHIP AGREEMENT Agreement made this 19th day of November I 200L, by and between JULIE, INC., an Illinois not-for-profit corporation with its principal office at 3275 Executive Drivej Jolietj IL 60431 (hereinalfter the "corporation") and Village of Elk �rove Village a corporation with its principal office at 901 Wellington Ave., Elk Grove V�6�bfq, IL (hereinafter called the "membetj. WHEREAS, the corporation has been formed as an Illinois General Not -for -Profit Corporation to establish facilities to receive and transmit information to and from persons, firms, corporations and other entities intending to undertake activities which might interfere with or damage the facilities of members of the corporation or others and such activities to include but not be limited to excavating, drilling, blasting or otherwise disturbing the subsurface of the earth and to forward information to the members of the corporation who have facilities which might be affected by the proposed activities; and WHEREAS, the. member has such facilities and therefore wishes to become a member of the corporation: NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: ARTICLE I 11.1 The member accepts and agrees to, be bound by the terms and conditions of the Articles of Incorporation, the By -Laws and the Operating Rules and Regulations of the corporation, as the same shall be in effect from time to time. ARTICLE It 2.1 Each member shall be individually and solely responsible for taking such MEMBERSHIP AGREEMENT JUE, INC. AMENDED -July 19,200D action as it, in its sole discretion, may deem necessary to protect its respective underground or other facilities and to prevent interruption of its respective service to the public. 2.2 Nothing in this Agreement shall prevent any member from seeking recovery against the party (including any other member of the corporation) who caused or was responsible for the loss or damage to the members underground or other facilities or for any other claim or injury except that the member hereby waives any right to recover against the corporation, its directors, officers and employees. It is also expressly understood that neither this Agreement nor the By -Laws is intended to, nor shall either be construed as, altering or affecting the rights and obligabons of, or creating additional liability for, any member in its capacity as a supplier of utility service, whether to the corporation or any other member, or in its capacity as a licensor, licenses, franchisor or franchisee of any other member. 2.3 The directors, officers and employees of the Corporation shall be indemnified by the corporation as provided for in Article XV of the By -Laws and shall not be personally liable to any member for any loss or damage incurred by any member as a result of any action or failure to act, except as a result of any action or failure to act which would preclude indemnification under said Article XV on the part of the corporation. 2.4 Each member shall be individually and solely responsible for locating and marking its own underground facilities pursuant to telecommunication notification by the corporation. Further, each member shall indemnify the Corporation and hold harmless the corporation from and against any and all damages, fines, civil penalties, lawsuits, claims, demands, liabilities, losses, costs and expenses, including attorneys' fees and -2- MEMBERSHIP AGREEMENT. JLIE,INC. AMENDED -July 19, 2000 administrative expenses, that may arise, or be alleged to have arisen, out of or in connection with such member's performance of, or failure to perform, any work, obligation or service undertaken by, or imposed herein upon, such member, or any part thereof, whether or not due or claimed to be due in whole or in part to the active, passive or concurrent negligence or fault of such member, including without limitation damages, fines, civil penalties, claims, demands, liabilities, losses, costs and expenses for or on account of bodily injury, sickness, disease or death sustained by any person or persons or injury or damage to, or loss or destruction of, any property, or any act or omission of such member, its officers, agents or employees. 2.4.1 Where more than one member is obligated to indemnify and hold harmless the corporation pursuant to Section 2.4 above in connection with an occurrence for which indemnification and hold harmless protection is sought, such members shall provide indemnification and hold harmless protection to the corporation in the ratios set forth in Section 2.5 below. 2.4.2 Where more than one member is obligated to indemnify and hold harmless the corporation pursuant to Section 2.4 above in connection with an occurrence for which indemnification and hold harmless protection is sought and any such member falls to fulfill its obligation under Section 2.4.1, then the other members obligated to indemnify and hold harmless the corporation pursuant to Section 2.4 above shall be responsible for such obligation in the ratios set forth in Section 2.6 below, provided, such other obligated members shall have the right to pursue at law, equity and otherwise all available remedies (including but not limited to, by way of subrogation, the corporation's fight to indemnification under Section 2.4 above) to enforce the obligation of the failing member -3- MEMBERSHIP AGREEMENT JLIE, INC. AMENDED -July 19,2000 to the extent that said other obligated members have paid amounts in excess of their obligations under Section 2.4. 1. 2.5. This Membership Agreement specifically recognizes and affirms that all municipal members' liability for indemnification of the directors, officers or employees of the corporation or for indemnification of any other member or officer, agent, or employee of that member is limited to claims arising as a result of the acts or omissions of the municipality or its officers, agents, or employees arising out of the operations of the municipality's underground utility facilities. 2.5.1 Further, no additional liability for a municipal member in relation to any other member with which the municipal member may have entered into a franchise agreement is hereby created by signing and entering into this Membership Agreement. 2,5.2 If any municipal members liability for indemnification under a franchise agreement is narrower than the indemnification provisions as provided by this Membership Agreement, then the terms of the franchise agreement shall control. 2.5.3 Notwithstanding anything to the contrary contained within this Membership Agreement, the By -Laws and the Operating. Rules and Regulations of JULIE, Inc., the Illinois State Statute found at 220 ILCS 50/11.5 shall be applicable and shall control the rights of JULIE, Inc. and any municipal member. 2.6 The votes of each member (determined in accordance with ARTICLE Ill. Members, SECTION 3. Voting Rights, of the By -Laws, and made a part of this Agreement) as of the time of the incident which is the subject matter of a claim shall be used to determine the ratios set forth in this section. The ratio for each member shall be a fraction the numerator of which is his vote as -4- MEMBERSHIP AGREEMENT= �JLIE, INC. AMENDED -July 19, 2000 determined in the prior paragraph and the denominator of which is the sum of the votes of all members who are providing indemnification and hold harmless protection to the corporation. (For instance, in the prior paragraph if there are three members providing indemnification and hold harmless protection to the corporation and two are entitled to cast 50,000 votes each and one 25,000 the respective fractions would be: 50,000 50,000 and 25,000, or 2. 2. and 1 125,000 125,000 125,000 5 5 5 ARTICLE III 3.1 Each member shall secure and maintain in force during the term of this Agreement Comprehensive General Liability Insurance, including Contractual Liability insurance. Such insurance shall be in such form, in such amounts, and with such companies as are acceptable to the corporation and is in accordance with the standards set forth in the Operating Rules and Regulations of the corporation. A certification evidencing such insurance shall be filed with the corporation before this Membership Agreement shall become effective and shall provide evidence that the policy has been endorsed to provide thirty (30) days, notice of cancellation or change thereof. Said insurance requirements may be waived at the discretion of the corporation. ARTICLE IV 4.1 This Agreement is made pursuant to and shall be governed by the laws of the State of Illinois applicable to agreements made and to be entirely performed within such State. 4.2 In the event that any provision of this Agreement or the application of such provision to any party or circumstance, shall be held to be invalid or unenforceable, the -5- MEMBERSHIP AGREEMENT - JLIE,INC. AMENDED - July 19, 2000 remainder of this Agreement, or the application of such provision to parties or circumstances other'than those to which it is held invalid or unenforceable, shall not be affected thereby. 4.3 No waiver at any time by any party hereto of its rights with respect to any other party, or with respect to any other matter arising in connection with this Agreement, shall be considered a waiver with respect to any other default or matter. 4.4 Any amendment to this Agreement shall be in writing and shall be made by a change in the Articles of Incorporation or By -Laws of the corporation. 4.5 Except as otherwise provided, t1iis Agreement shall be effective as of the day and year first above written. Subject to the provisions of Section 4.6, this Agreement may be terminated by any member after the effective date hereof by thirty days written notice to the corporation and each member. 4.6 No termination of this Agreement, shall discharge the member of (1) any obligation it owes any other party indemnified herein by reason of any transaction, loss, cost, damage, expense or liability or, (2) any other obligation under this Agreement including but not limited to the obligation to pay its bills from the corporation, which shall occur or arise (or the circumstances, events or basis of which shall occur or arise) prior to such termination, whether the same be known or unknown at the time of such tennination. NMI MEMBERSHIP AGREEMENT )LIF, INC. AMENDED -July 19, 2000 IN WITNESS WHEREOF, the parties hereto have caused, this Agreement to be executed the day and year first above written. ATTEST: SECRETARY ATTEST: Ann I. Walsh Village Clerk JULIE, INC. BY: PRESIDENT MEMBER Craig B. Johnson BY: ITS: Mayor YOUR FEDERAL TAX IDENTIFICATION NO.: 366-00-9201 JULIE, INC., FEDERAL TAX IDENTIFICATION NO.: 36-2944012 MR! BY-LAWS OF JULIE, INC. ARTICLE 1. The name of the corporation is JULIE, INC. ARTICLE 11. PURPOSES AND OFFICES SECTION 1. Purpose. The purposes of the corporation are to: (1) establish facilities to rec6ive and transmit information to and from persons, firms, corporations and other entities intending to undertake activities which might interfere with or damage the facilibes of the members of the corporation or others (such activities to include, but not be limited to, excavating, drilling, blasting, or otherwise disturbing the subsurface of the earth) and forward information to the members of the corporation who have facilities which might be affected by the proposed activity and (2) take any and all actions (and possess any and all powers) pen-nitted under The Illinois General Not -for -Profit Corporation Act, 111. Rev. Statute Ch. 32 §§ 16a et seq. (1975) or such successor statute as in effect from time to time incident thereto. SECTION 2. Offices. The corporation shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and such other offices as the Board of Directors may from time to time determine. ARTICLE 111. MEMBERS SECTION 1. Members. The corporation shall have one class of members which - I — apfjulietbylaws amend(7-22-02) 9 shall consist of owners or operators of subsurface facilities admitted to membership in the corporation. SECTION 2. Membership. Membership commences upon the completion of the JULIE Membership Agreement by the prospective member's authorizing personnel and the JULIE, INC., Secretary and President. Effective as of July 15, 1998, the JULIE Membership Agreement shall be in substantially the same form attached hereto and by this reference incorporated herein and made a part hereof as Exhibit A. Each JULIE Membership Agreement in effect on or before July 15, 1998, shall be and it hereby is amended, without further act of the member or the corporation required, to conform the provisions of said pre-existing JULIE Membership Agreement to the terms of the JUUE Membership Agreement attached hereto as Exhibit A. SECTION 3. Voting Rights. Each member shall be entitled to the number of votes on each matter submitted to a vote of the members as calculated in the following manner. SECTION 3.1. New Members Voting Rights. New members with less than a full year's experience in the JULIE SYSTEM, shall in the event of a matter requiring a vote of the membership or upon written request to the Board of Directors, be initially assigned votes by the Board of Directors based on a projected number of messages such member will probably receive. Such assignment shall prevail until the Members entire underground facilities have been in operation for one full fiscal year with JULIE, INC. SECTION 3.2. Full Year Member's Voting Rights. After a member's underground facilities have been in operation for one full fiscal year with JULIE, INC., such members shall for each subsequent fiscal year have the number of votes equal to the total number of messages received by said member during the immediately preceding fiscal year. -2— aprjulie/bylaws amend(7-22-02) SECTION 4. Termination of Membership. The Board of Directors, by affirmative - vote of five directors, may suspend or expel a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regular constituted meeting, suspend or expel any member who shall be in default in the payment of fees owed the corporation for the period fixed in ARTICLE X1 of these By -Laws. SECTION 6. Resignation. Any member may resign by filing a written resignation With the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any fees accrued and unpaid. SECTION 6. Responsibility for One -Call System Membership purpose of compliance with any Federal and/or State of Illinois law, rule or regulation requiring such membership, shall be the responsibility of the resigning or terminated member and not that of JULIE, INC. SECTION 7. Reinstatement of Membership Terminated by Board of Director Action in ARTICLE III, SECTION 4. Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of two - third of the members of the Board, reinstate such former member previously terminated by Board of Director action in ARTICLE III, SECTION 4. to membership upon such terms as the Board of Directors may deem appropriate. SECTION 8. Reinstatement of Membership Terminated By Members Resignation. Membership will be reinstated to a forrner member upon the signing of a new Membership Agreement and the payment of any necessary fees related with reinstatement and the previous resignation. -3— apfjulielbylaws amend(7-22-02) SECTION 9. Transfer of Membership. Membership in this corporation is not transferable or assignable. ARTICLE IV. MEETINGS OF MEMBERS SECTION 1. Annual Meetings. An annual meeting of the members of the corporation shall be held in the month of April in each year, at such time and place as shall be designated by the Board of Directors, for the purpose of electing Directors and the President, and for the transaction of such other business as may come before the meeting. Election of the Directors and the President shall be by written ballot unless dispensed with upon motion of the membership. SECTION 2. Special Meetings. Special meetings of the members may be called by the President, or by an affirmative vote of three members of the Board of Directors, or by the members having in the aggregate not less than one-tenth of the votes of the corporation. SECTION 3. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than 10 nor more than 40 days before the date of such meetings, by/or at the directon of the President, or the Secretary, or the Board of Directors or members calling the meetings. In case of a special meeting or when required by statute or by these By -Laws, the purpose or purposes for which the meeting is called and a statement indicating at whose direction the meeting is being called shall be included in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. -4— apfjulie/bylaws amend(7-22-02) SECTION 4. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all members entitled to vote. SECTION 6. Quorum. The members holding, personally or by proxy, one-third of the votes which may be cast at any meeting shall constitute a quorum at such a meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. SECTION 6. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attomey-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. SECTION 7. Manner of Acting. A majority of the votes cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof, unless a greater proportion is required by law or by these By -Laws. For example, the election of each director representing each of the nine (9) types of utility services shall be considered a separate matter to be voted on and there shall be no cumulative voting for the election of directors. SECTION 8. Organization. At each meeting of the members the President, or in the absence of the President, a Vice -President determined by the order in which they have been elected, or in their absence a person elected by the members at that meeting, shall act as Chairman of the meeting. The Secretary, or in his absence, such person as -5— splulie/bylaws amend(7-22-02) the Chairman of the meeting shall appoint, shall act as Secretary of the meeting. ARTICLE V. BOARD OF DIRECTORS SECTION 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors. SECTION 2. The Number of Directors Shall be Ten. The following types of utility services shall each be represented on the Board of Directors: (1) gas, (2) electric, (3) phone, (4) water and sewer, (5) small utilities, (6) municipal gas, (7) petroleum pipelines, (8) municipalities and (9) cable television. A representative of a type of utility service within the meaning of the previous sentence need not be a "public utility" within the meaning of Section 10.3 of the Public Utilities Act of the State of Illinois in order to serve as a Director. Small utilities shall be those providing service to fewer than 3,000 customers. The tenth board position shall be reserved for an individual to represent Illinois excavators who is a professional excavator and not a member of the corporation, but utilizes the services provided by the corporation. This Board Member shall not be considered a member of the corporation, but shall be entitled to one vote on all matters which come before the Board and also may serve on Board committees. This Board Member, however, shall be excluded from votes of the entire membership. Each director shall hold office until the next annual meeting of the members and until his successor shall have been elected and qualified. A member shall not have an employee as a Director for more than three consecutive years and no person shall serve as a Director for more than three consecutive years. Directors need not be residents of the State of Illinois or members of the corporation. -6— aprJullethylaws amend(7-22-02) SECTION 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this By -Low, immediately after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Illinois, for the holding of addifional regular meetings of the Board without other notice than such resolution which shall be sent to all Directors in the manner set forth in Section 5 of this Article. SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board shall fix the day and hour and may fix the place, either within or without the State of Illinois, as the place for holding any special meeting of the Board called by them. SECTION 6. Notice. Notice of the place, day and hour of any special meeting of the Board of Directors shall be given at least five days (except as provided in Article XIII of these By -Laws) prior thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a -waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special -7— ap4delbylaws amend(7-22-02) meeting of the Board need be specified in the notice or waiver of notice of such meeting, - unless specifically required by law or by these By -Laws. SECTION 6. Quorum,. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. SECTION 7. Manner of Acting. The act of five of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By -Laws. SECTION 8. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, whether or not such Directors constitute a quorum. A Director elected to fill a vacancy shall be elected to represent the same type of utility service as his predecessor in office and for the unexpired ten -n of his predecessor in office. SECTION 9. Compensation. Directors as such shall receive no compensation (but may receive reimbursement for out of pocket expenses) for their services; but nothing herein contained shall be construed to preclude a Director from serving the corporation in another capacity and receiving compensation therefore. SECTION 10. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. -8— aprjulielbylam amend(7-22-02) ARTICLE V1. OFFICERS SECTION 1. Officers. The officers of the corporation shall be a President, one or more Vice -Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer and such other offloers as may be elected in accordance with the provisions of these By -Laws and such further qualifications as established by resolutions of the Board of Directors. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two'or more offices may be held by the same person, except the offices of President and Secretary. SECTION 2. Election and Term of Office. The officers of the corporation, except the President, shall be elected annually by the Board of Directors at the regular annual meeting of the Board of Directors. A member shall not have an employee as President for more than three consecutive years and no person shall serve as President for more than three consecutive years. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall be removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights. SECTION 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgement, the best interests of the corporation would be served thereby, but such removal shall be without prejudice to -9— aplufle/bylaws amend(7-22-02) the provisions of any "contract between the officer and the corporation. SECTIONA Vacancies. A vacancy in any office resulting from death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. SECTION 6. President. The President shall be the principal executive officer of the corporation and shall, subject to the direction and control of the Board of Directors, make recommendations from time to time to the. Board of Directors with respect to activities suitable to the purposes and resources of the corporation. He shall preside at all meetings,of the members and of the Board of Directors. He may sign, with the Secretary or any other officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, membership agreements, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution therefor shall be expressly delegated by the Board of Directors or agent of the corporation; and in general he shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. He shall be an ex'officio member of all committees. The President shall break any tie vote of the Board of Directors on matters before the Board. SECTION 6. Vice -President, In the absence of the President or in the event of his inability to act, the Vice -President (or in the event there be more than one Vice -President, the Vice -Presidents in the order in which they have been elected) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice -President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. _10— aprJulleftlaws amend(7-22-02) SECTION 7. Treasurer. The Treasurer shall have charge and custody of and be responsible for such funds and securities of the corporation as shall be selected in accordance with the provisions of Article VIII of the By -Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time assigned him by the President or by the Board of Directors. SECTION 8. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By -Laws or as required by law; be custodian of the corporate records and the seal of the corporation and see that the seal is duly authorized in accordance with the provision of these By -Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. SECTION 9. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors. SECTION 10. Bonds and/or Employee Dishonesty Insurance. If required by the Board of Directors, the President, Treasurer, Assistant Treasurers, and/or Vice- President/General Manager shall give bonds or employee dishonesty insurance policies for the faithful discharge of their duties in such sum and with such surety or sureties as aprjulia/bylaws amend(7-22-02) the Board of Directors shall deten-nine (such bonds or policies to be kept on file in the corporation office). ARTICLE Vil. COMMITTEES. SECTION 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, except that no such committees shall have the authority of the Board of Directors in reference to amending, altering or repealing the By -Laws, including any exhibit thereto; electing, appointing or removing any member of any such committee or any Director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merger or consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authori2:ing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors which by its term provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual Director, of any responsibility imposed upon it or him by law. SECTION 2. The Nominating Committee. The Board of Directors by resolution adopted by five of the Directors present at a meeting at which a quorum is present, shall annually designate and appoint a nominating committee of one or more members who -12— apfjulle/bylaws amend(7-22-02) are not directors. The sole duty of the Nominating Committee will be to present a slate of ten candidates to run as Directors and at least one candidate to run for President at the next annual meeting of shareholders in accordance with law and the provisions of the Articles.of Incorpo ration and these By -Laws. The slate presented by the Nominating committee shall not preclude any member from nominating his own candidate or slate of candidates at the annual meeting of members. The Nominating Committee shall be considered for all purposes to be a committee within the meaning of Section 3 of this Article. SECTION 3. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed in such a manner as may be designated by a resolution adopted by five of the Directors present at a meeting at which a quorum is present and shall have such duties as provided in such resolution. Except as otherwise provided in such resolution, or in Section 2 of this Article, members of each such committee shall be members or employees of members of the corporation and the President shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in his or their judgement the best interests of the corporation shall be served by such removal. SECTION 4. Term of Office. Each member of a committee shall continue as such until the next meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. -13— aplulle/bylaws amend(7-22-02) SECTION 6. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. SECTION 6. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. SECTION 7. Quorum. Unless otherMse provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the acA of the committee. SECTION 8. Rules. Each committee may adopt rules for its own government not inconsistent with these By -Laws or with rules adopted by the Board of Directors. ARTICLE Vill. CONTRACTS, CHECKS, DEPOSITS, GIFTS AND LOANS SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation in addition to the officers so authorized by these By -Laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. SECTION 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be -14— spljulielbylaws amend(7-22-02) signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice -President of the corporation. SECTION 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select. SECTION 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. SECTION 5. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. ARTICLE IX. BOOKS AND RECORDS The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote and the number of votes to which each member is entitled. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. The Board of Directors shall appoint, on a fiscal year basis, an independent certified public accountant who shall prepare financial statements and perform any other function designated by the Board of Directors. ap4ullelbylaws amend(7-22-02) ARTICLE X. FISCAL YEAR The fiscal year of the corporation shall begin on the first day of JANUARY and end on the last day of DECEMBER in each year. ARTICLE X1. FEES FOR SERVICES SECTION 1. Fees for messages received by members will be established by the Board of Directors on the principle that the cost of operating the corporation shall be paid by each member in proportion to the cost of providing the service to each member. The fee charged shall be based on usage of each member of the service provided by the corporation. SECTION 2. On or before the tenth of each month the corporation shall render the member a bill (including a statement showing the computation of said bill) and the member agrees to pay such bill within 30 days of issuance. Such bill shall reflect the member's proportionate share of the costs, determined in accordance with Section 3 of this Article for the immediately preceding month. New members with projected message volume of up to 300 messages per year and new members who received 300 messages or less in the prior year will be required to participate in the corporation's pre -payment program. SECTION 3. A members total monthly bill from the corporation shall be divided into three components: 3.1. The monthly System Development Costs for messages received by members prior to January 1, 1995 (explained in SECTION 3.1.1. and 3.1.2.); 3.2. The monthly System Operating Costs (explained in SECTION 3.2.1.); 3.3. The monthly Manual Operating Costs (explained in SECTION 3.3.1.). -16— spliulle/bylaws amend(7-22-02) The sum of the monthly System Development Costs, W any, the monthly System Operating Costs and the monthly Manual Operating Costs shall be the membees total monthly message charge. These costs shall include but not be limited to (a) salaries, overhead, transportation and incidental expenses of management personnel, (b) advertising and public relations expenses; (e) insurance costs; (d) legal expenses; (e) interest; and (f) all call center costs associated with incoming requests including but not limited to, processing of such requests, and the transmission of output messages to the member's designated interface equipment and manual and automatic receiving terminal equipment. The sum of the three components described above shall be the members total monthly bill. SECTION 3.1.1. The System Development Costs (SDC) shall be those costs or a portion of such costs as determined by the Board of Directors and set forth in the Operating Rules and Regulations of the corporation which are of such a nature that they should be borne in part by those members who join the corporation before January 1, 1995, for messages received prior to January 1, 1995. These shall include a portion of, but not be limited to, those costs iternized in Section 3. SECTION 3.11.2. Effective October 1, 1980, the Board of Directors set the SDC rate at $ .17 per the actual number of output messages transmitted during the first three (3) years of mem bership in the corporation. The SDC rate shall be paid by all members who join the corporation before January 1, 1995, for messages received prior to January 1, 1995. SDC shall not be charged to, nor paid by, members who join the corporation on or after January 1, 1995, nor for messages received by any member on or after January 1,1995. -17— apfjulie/bylaws smand(7-22-02) SECTION 3.2.1. System Operating Costs (SOC) shall be those costs or portion of such costs as determined by the Board of Directors and set forth in the Operating Rules and regulations of the corporation including but not limited to those costs itemized in Section 3. SECTION 3.3.1. Manual Operating Post (MOC) shall be those costs or portion of such costs as determined by the Board of Directors which represent the additional expense of manual terminal operation over automatic terminal operation and set forth in the Operating Rules and Regulations of the corporation including but not limited to those costs itemized in Section 3. SECTION 4. The Board of Directors shall have the power to adopt and regulate fees to be charged to members or non-members for special services rendered by the corporation. SECTION 6. The Board Member representing Illinois excavators shall pay an annual fee of $1,000.00. ARTICLE XII. SEAL The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation, the year of its incorporation and the words "Corporate Seal". ARTICLE X111. WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Illinois General Not -For -Profit Corporation Act or under the provisions of the Articles of Incorporation or the By -Laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, -18— aprjulie/bylaws amend(7-22-02) shall be deemed equivalent to the giving of such notice. ARTICLE XIV. AMENDMENTS TO BY-LAWS These By -Laws may be amended or repealed and new By -Laws may be adopted by the affirmative vote of members having in the aggregate not less than two thirds of the votes present at any regular or special meeting of the members at which a quorum is present or by the affirmative vote of the Board of Directors having in the aggregate not less than 2/3 of the votes present at any regular or special meeting of the Board of Directors at which a quorum is present. ARTICLE XV. INDEMNITY SECTION 11. Any person made a party to or involved in any litigation (which term includes an actual or threatened civil, criminal or administrative action, arbitration proceeding, claim, suit, proceeding or appeals therefrom) by reason of the fact that he at any time was or is a Director, officer or employee of the corporation, or by reason of the fact that, at the request of the Board of Directors he served or is serving as a representative of the corporation to any other corporation, not for profit corporation, trade association or other entity shall (to the fullest extent permitted by law) be indemnified by the corporation against all liabilities and all expenses reasonably incurred by him arising out of or in connection wilth such litigation, except in relation to matters as to which (a) it shall be finally adjudged in such litigation that such person breached his duty to the corporation, or (b) such person failed to act in good faith for a purpose which he reasonably believed to be in the best interests of the corporation, or (c) in the case of criminal litigation, where such person is convicted, such person has reasonable cause to believe that his conduct was unlawful. _19— aprjulielbylaws amend(7-22-02) SECTION 2. Except as provided in Section 1 above, the termination of any litigation by judgement, settlement, conviction or upon plea of nolo contendere, or its equivalent, shall not create a presumption that the person seeking indemnification did not meet the applicable indemnification standard set forth in Section 1 above. SECTION 3. Except where a person has been successful on the merits with respect to such litigation, and indemnification hereunder shall be made only after (a) the Board of Directors (acting by a quorum consisting of Directors who were not involved in such litigation) determine that such person met the applicable indemnification standard set forth in Section 1 above; or (b) in the absence of such quorum, a panel of lawyers unassociated with the corporation selected in the following manner determines that such person met the applicable indemnification standard set forth in Section 1 above: one member of such panel shall be selected by the members of the Board of Directors who were not involved in such litigation, or if there should be no such Directors, then by the senior -ranking officer or employee of the corporation who was not involved in such litigation; one member of such panel shall be selected by the person seeking indemnification; and the third member of such panel shall be selected by the first two members. Such panel shall make determination by arbitration in accordance with the laws of the State of Illinois. Judgement upon the award rendered by such panel may be entered in any court having jurisdiction thereof. SECTION 4. Advances may be made by the corporation against costs, expenses and fees arising out of, or in connection with, such litigation at the discretion of, and upon such terms (but always subject to the final determination of a person's right to -20— apfJulielbylaws amend(7-22-02) indemnification) as may be determined by the Board of Directors. SECTION 6. The right of indemnification provided hereunder shall not be deemed exclusive of any other right to which any person may be entitled, or of any other indemnification which may lawfully be granted to any person in addition to the indemnification provided hereunder. indemnification provided hereunder shall, in the case of the death of the person entitled to indemnification, inure to the benefit of his heirs, executors or other lawful representatives. ARTICLE XVI. DISSOLUTION In the event of dissolution of the corporation, after the payment satisfaction and discharge of all liabilities and obligations of the corporation, all the remaining assets and property of every nature and description not held upon a condition requiring return, transfer or conveyance by reason of dissolution shall be paid to the members of the corporation in accordance with each member's proportionate share of the total votes outstanding during the immediately preceding calendar year prior to dissolution. ARTICLE XVII. MESSAGE DESIGNATION The Call Center computer system shall be programmed to process messages on the following basis: CITY CALLER County, city, section number, quarter section number County, city, section number County, city (minimum information necessary to process the message) RURAL CALLER County, township, section number, quarter section number -21— apfjullelbylaws amend(7-22-02) County, township, section number County, township, (minimum information necessary to process the message) The corporation shall strive to educate users of the call system to designate county, city, section number and quarter section number for persons in city areas and county, township, section number and quarter section number for persons in any rural areas. -22— apflullethylaws amend(7-22-02) INDEX AMENDMENTS TO BY-LAWS ARTICLE XIV 19 BOARD OF DIRECTORS ARTICLE V 6 BOOKS AND RECORDS ARTICLE IX 15 COMMITTEES ARTICLE Vil 12 CONTRACTS, CHECKS, DEPOSITS, GIFTS AND LOANS ARTICLE VIII 14 DISSOLUTION ARTICLE XVII 21 FEES FOR SERVICES ARTICLE XI 16 FISCALYEAR ARTICLE X 16 INDEMNITY ARTICLE XV 19 MEETINGS OF MEMBERS ARTICLE IV 4 MEMBERS ARTICLE 111 1 MESSAGE DESIGNATION ARTICLE XVII 21 NAME OF THE CORPORATION IS JULIE, INC. ARTICLE 1 1 OFFICERS ARTICLE VI 9 PURPOSES AND OFFICES ARTICLE 11 1 -23- ap4ulie/bylows amend(7-22-02)