Bluestake Agreement Final

ASSOCIATE MEMBER AGREEMENT
FOR
ARIZONA BLUE STAKE, INC. dba ARIZONA 811

THIS ASSOCIATE MEMBER AGREEMENT (“Agreement”) made as of this day of >
2020, by and between ARIZONA BLUE STAKE, INC, dba ARIZONA 811 (hereinafter referred to as "THE
COMPANY"), a non-profit organization, and ____ (hereinafter referred

to as "ASSOCIATE MEMBER"). This Agreement may refer to THE COMPANY or ASSOCIATE MEMBER
as a “Party” or collectively as “Parties”.
WITNESSETH:

WHEREAS, THE COMPANY has been formed to engage in the business of providing a service
whereby persons intending to disturb the subsurface of the earth will be able to make one telephone call to
notify participating utilities, thereby allowing the participating utilities to locate and mark their underground
facilities as required by law, and

WHEREAS, ASSOCIATE MEMBER desires to utilize the service of THE COMPANY, such that
ASSOCIATE MEMBER can locate and mark its underground facilities, as required by law, and for the benefit
of persons intending to disturb the subsurface of the earth at or near the location of ASSOCIATE MEMBER’S
underground facilities, and

WHEREAS, ASSOCIATE MEMBER represents and warrants that it currently has one thousand (1,000)
or more customers utilizing the services of ASSOCIATE MEMBER.

NOW, THEREFORE, the Parties agree as follows:

1. ASSOCIATE MEMBER accepts and agrees to be bound by the terms and conditions of the
Articles of Incorporation and the Bylaws of THE COMPANY.

2. THE COMPANY agrees that ASSOCIATE MEMBER shall be accepted as a participating
ASSOCIATE MEMBER under the Bylaws of THE COMPANY.

3. The rights and obligations of each Party will be binding upon and inure to the benefit of its
successors and permitted assigns. ASSOCIATE MEMBER may not assign this Agreement, in whole or in part,
without the prior written consent of THE COMPANY. Any attempted assignment by ASSOCIATE MEMBER
without THE COMPANY 's prior written consent shall be null and void. THE COMPANY may assign this
Agreement, in whole or in part, without the consent of ASSOCIATE MEMBER to any affiliates of THE
COMPANY or to others as THE COMPANY deems appropriate in connection with any regulatory

REV 02-06-2019 1|Page

requirements. THE COMPANY may delegate its rights and obligations under this Agreement, in whole or in
part, without the consent of ASSOCIATE MEMBER.

4. The annual fee to be paid by ASSOCIATE MEMBER shall be established by THE COMPANY
upon application for participation. All ASSOCIATE MEMBER fees shall be paid in monthly, semi-annual or
annual installments based on the total of the fee calculated to be due for such participation. All ASSOCIATE
MEMBER fees are, at a minimum, re-calculated annually.

5. ASSOCIATE MEMBER agrees that it is subject to Arizona Revised Statutes (“A.R.S.”) § 40-
360.32 and THE COMPANY's Collection Policy. See Appendix A, A.R.S. § 40-360.32 (D) and Appendix B,
THE COMPANY 's Collection Policy.

6 This Agreement shall become effective on this day and year above first written and shall continue
in effect for a period of one (1) year and from month-to-month thereafter; provided, however, that this
Agreement may be terminated at any time after one (1) year by ASSOCIATE MEMBER upon thirty (30) days
prior written notice to THE COMPANY or at any time after one (1) year by THE COMPANY upon thirty (30)
days prior written notice to ASSOCIATE MEMBER.

7. Notice provided for in this Agreement shall be given as follows:

If to THE COMPANY:

Arizona Blue Stake, Inc. dba Arizona 811
1405 W Auto Drive

Tempe, Arizona 85284-1016

Office: 602-659-7503
Email: BoardSecretary@Arizona811.com

If to ASSOCIATE MEMBER:

Name:
Title: a
Company:
Address: ___
City, State Zip:
Phone No.:

Email: — —_— —
Any notice shall be deemed duly given if it is sent by personal delivery or by a recognized overnight carrier,
and addressed to the intended recipient. Notice is deemed received on the date of personal delivery or the date

following delivery to a recognized overnight carrier.

REV 02-06-2019 2|Page

8. Upon execution of this Agreement, THE ASSOCIATE MEMBER must provide THE
COMPANY an electronic depiction of all geographical areas within which THE ASSOCIATE MEMBER
requires THE COMPANY to perform the services specified in this Agreement. Unless such electronic depiction
is provided, THE COMPANY shall not be responsible for providing the services indicated in this Agreement.
Changes in the geographical area shall be provided by THE ASSOCIATE MEMBER to THE COMPANY

within three (3) days of such change.

9. ASSOCIATE MEMBER shall provide notice of any changes in contact information to THE
COMPANY within 30 days of occurrence. If notice of contact information is not received within thirty (30)
days, THE COMPANY may terminate the membership of ASSOCIATE MEMBER without further notice.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly

authorized officers and/or representatives as of the day and year above first written.

THE ASSOCIATE MEMBER: THE COMPANY:
ARIZONA BLUE STAKE, INC.
_ dba ARIZONA811
By its —_
By its __President__
Signature
x

Printed Name

FOR ARIZONA BLUE STAKE dba ARIZONA 811 USE ONLY
Date Completed Agreement Rec’d by Arizona Blue Stake dba Arizona 811 |

Date Membership Activated by Arizona Blue Stake dba Arizona 811

REV 02-06-2019 3|Page

Appendix A

Arizona Revised Statute
Title 40 - Public Utilities and Carriers
Chapter 2 - Public Service Corporations Generally

Article 6.3 - Underground Facilities

40-360.32.One-call notification center membership; termination; designated representatives
D. When any person neglects or refuses to pay fees when due and is in arrears for two months, the
one-cal] notification center may terminate the membership of that person without notice and may
have a claim for fees and a separate claim for damages for breach of an ancillary agreement. The
one-call notification center may refuse to reinstate any person’s membership until that person’s
fee is paid in full.

REV 02-06-2019 4|Page

Appendix B

Arizona Blue Stake dba Arizona 811 (AZ811)
Accounts Receivable Collection Policy
Effective May 1, 2007

Any AZ811 member whose account becomes past due by more than 90 days will be subject to termination of their
membership. Once membership has been terminated:

1) Notification of impending excavations will cease and excavators will no longer be informed of the potential
conflict of the terminated member’s underground facilities on their job site;

2) Any damages to the terminated member's underground facilities that occur as a result of terminated membership
will be the responsibility of the terminated member;

3) Any injuries to 3rd parties that occur as a result of terminated membership will be the responsibility of the
terminated member;

4) The Arizona Corporation Commission will be notified and the terminated member could be subject to receive a
citation of up to $5,000 for each violation of the statute.

In order for membership to be reinstated, the following will be required:

1) Payment in full of all invoices that are due plus 1.5% interest per month for each month the payment was late
more than 30 days;

2) Payment of a deposit equal to three months’ worth of current assessments to be held until the account is kept
current for a period of one full year following reinstatement;

3) Payment of a non-refundable fee equaling 25% of the terminated member's then current annual assessment.

REV 02-06-2019 5|Page

ARTICLES OF INCORPORATION
OF
ARIZONA BLUE STAKE, INC.

We, the undersigned, acting as Incorporates of a nor-profit Corporation under the laws of
the State of Arizona, do hereby adopt the following Articles of Incorporation:

FIRST: The name of this nonprofit Corporation is ARIZONA BLUE STAKE, INC.

SECOND: The purposes for which this Corporation is organized include the
transaction of any and all lawful business for which nonprofit corporations may be
incorporated, at any time, under the laws of the State of Arizona. This Corporation will be
operated exclusively for civic purposes within the meaning of Section 501 © (4) of the
Internal Revenue Code of 1954, and regulations applicable thereto, as they now exist, or as
they may hereafter be amended.

THIRD: The character of activity which the Corporation initially intends to conduct in the
State of Arizona is to protect and promote the welfare and safety of the community by
rendering a service whereby persons intending to disturb the subsurface of the earth will be
able to make one telephone call to notify participating utilities and ascertain the location of
underground electric, telephone, gas, sewer, water and other facilities.

FOURTH: The Corporation is a nonprofit corporation and shall have Members divided
into two classes: Principal Members and Associate Members. Initial Principal Members
shall be Arizona Public Service Company, an Arizona corporation, Salt River Project
Agricultural Improvement and Power District, a political subdivision of the State of Arizona,
and The Mountain States Telephone and Telegraph Company, a Colorado corporation.
Additional Principal Members may be added from time to time if approved by the
Corporation’s Board of Directors. Associate Members shall be those parties who are
parties to an Associate Member Agreement with the Corporation from time to time. No
part of the income or profit of the Corporation shall ever inure to or for the benefit of or be
distributable to its Officers, Directors or other private persons, except that the Corporation
shall be empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the civic purpose for which it was formed. In
the event of a dissolution or termination of existence of this corporation in the assets hereof
shall be transferred to an entity conducting similar business, consistent with the provision of
Section 501 of the Internal Revenue Code of 1954.

FIFTH: The name and address of the initial Statutory Agent of the Corporation is
Charles R. Berry, 2002 East Osbom Road, Phoenix, Arizona 85016. The Corporation's
initial known place of business is 3105 North Third Street, Phoenix, Arizona 85012.

SIXTH: The affairs of the Corporation shall be managed by a Board of Directors of not
less than five persons, each of whom shall be a designated representative of a Member of
the Corporation. The name and address of each of the persons who are to serve as
Directors until the first annual meeting of the Members (other than Kim Lilly, who shall serve
until the second annual meeting of the Members) or until his or her successor be elected
and qualified, is:

Don Parlett Henry L. Moschetti

Salt River Project Mountain Bell

P.O. Box 1980 3033 North Third Street
Phoenix, AZ 85001 Room 806B

Phoenix, AZ 85012

Jerry Human Kim C. Lilly

Arizona Public Service American Cable Television
P.O. Box 21666 1717 West Northern Avenue, Suite 105
Phoenix, AZ 85036 Phoenix, AZ 85012

Lyle Orr

City of Phoenix

3045 South 22 Avenue

Phoenix, AZ 85009

The Board of Directors shall consist of one designated representative from each Principal
Member (the “Principal Member Directors”) and two at-large representatives elected by the
Associate Members (the “At-Large Directors”). Each At-Large Director shall be elected
for a two-year term, and one Member shall be elected annually by the Associate Members
in accordance with the Bylaws of the Corporation. The Board of Directors shall have the
right to increase and decrease the number of Directors of the Corporation, provided that
the number of Directors shall not be less than five, and shall have the right to fill any
vacancy in the Board of Directors in the manner provided by the Bylaws. The Board of
Directors shall have full power to adopt, alter, and amend the Bylaws and to make rules
and regulations for the transaction of the affairs of the Corporation. Any matter submitted
to a vote of the Board of Directors shall require a majority vote, provided that such majority
includes a majority vote of the Principal Member Directors in attendance at the meeting.

SEVENTH: These Articles of Incorporation or any part hereof may be amended,
subject to final approval by the Board of Directors, by (a) the affirmative vote of at least two-
thirds of the Members of the Corporation at any regular meeting of the Corporation or at
any meeting called for that purpose, or (b) the unanimous written consent of all of the then
duly qualified Members of the Corporation.

EIGHTH: A principal member may withdraw from this corporation upon giving ninety
(90) days written notice of its intention to do so. Associate members may withdraw as set
forth in the Bylaws. Upon withdrawal, the withdrawing member shall have no further liability
or obligation to contribute money or otherwise take part in the affairs of this corporation.

NINTH: The power of indemnification granted under the Arizona Revised Statutes, as
they may be amended from time to time, shall not be limited by the Bylaws of the

Corporation.
TENTH: The name and address of each Incorporate is:

Don Parlett Henry L. Moschetti Jerry Human

Salt River Project Mountain Bell Arizona Public Service Co.
P.O. Box 1980 3033 North Third St. P.O. Box 21666
Phoenix, AZ 85001 Room 806B Phoenix, AZ 85036

Phoenix, AZ 85012

ELEVENTH: To the fullest extent permitted by the provisions of Title 10, of the Arizona
Revised Statutes, as the same exists or may hereinafter be amended, no person who
serves as a director of the corporation shall be liable to the corporation, or its stockholders,
or member directors, for monetary damages arising from a breach of the fiduciary duty of
care owed to the corporation as a director.

DATED: November 27, 1984

BYLAWS OF
ARIZONA BLUE STAKE, INC. dba ARIZONA 811

ARTICLE!
Purpose
1.01. The primary purpose of this Arizona nonprofit Corporation shall be to operate a Call Center which

will provide information service to the public within the entire state of Arizona enabling persons to make one
telephone call to notify utilities and other Participating Members of intended trenching, excavation, drilling,
blasting or otherwise disturbing the earth surface (“Proposed Work”) and enabling the Participating
Member Parties to identify underground facilities and prevent injury and interruption of service to the
public.

ARTICLE II

Corporation Articles

2.01. References Thereto. Any reference herein made to the Corporation’s Articles will be deemed to refer
to its Articles of Incorporation and all amendments thereto as at any given time on file with the Arizona
Corporation Commission, together with any and all certificated filed by the Corporation with the Arizona
Corporation Commission pursuant to applicable law.

2.02. Seniority Thereof. The Articles will in all respects be considered senior and superior to these
Bylaws, with any inconsistency to be resolved in favor of the Articles, and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency, which may then exist.

ARTICLE I

Corporation Offices

3.01 Known Place of Business. The known place of business of the Corporation in the State of Arizona
shall be the office of its Statutory Agent unless otherwise designated in the Articles. The Corporation may
have such other offices either within or without the State of Arizona, as the Board of Directors may designate
or as the business of the Corporation may require from time to time.

3.02 Change Thereof. The known place of business and the office of its Statutory Agent may be changed
from time to time by the Board of Directors by filing a statement with the Arizona Corporation Commission
pursuant to applicable law.

Page 1 of 13

ARTICLE IV

Membership

4.01. Classes of Members. This Corporation shall have two classes of Members: Principal Members and
Associate Members.

4.02. Principal Members. The Initial Principal Members shall be: Arizona Public Service Company, Salt

River Project, Agricultural Improvement and Power District, and The Mountain States Telephone and
Telegraph Company. Additional Principal Members may be admitted by a simple majority vote of the
Corporation’s Board of Directors. Principal members may withdraw as set forth in the Articles of
Incorporation.

4.03. Associate Members. Associate Members shall be those entities or persons who: (a) execute an
“Associate Member Agreement” with the Corporation; and (b) pay the fees provided by the Associate
Member Agreement as they become due. Any Associate Member who is delinquent in paying any amounts
required by an Associate Member Agreement shall have no voting rights and will be subject to termination of
their membership.

4.04. Termination of Associate Membership. An Associate Member Agreement may be terminated by a
participating Associate Member upon 30 days’ written notice to the Corporation, or by the Corporation upon
30 days’ written notice to the participating Associate Member.

4.05. Other Participant Agreements,

(a) Limited Basis Participants (LPB). Limited Basis Participants shall be those entities or persons who (a)
are an urigation district, electrical district, or other underground facility operator that has less than one
thousand customers; (b) execute a “Limited Basis Participant Agreement” with the Corporation; and (c) pay
the fees provided by the “Limited Basis Participant Agreement” as they become due. Limited Basis
Participants shall have no voting rights. Any Limited Basis Participant who is delinquent in paying any
amounts required by a “Limited Basis Participant Agreement” will be subject to termination of their
agreement.

(b) Tennination of Limited Basis Participants (LBP). A Limited Basis Participant Agreement may be
terminated by a Limited Basis Participant upon 30 days’ written notice to the Corporation, or by the
Corporation upon 30 days’ written notice to the participating Limited Basis Participant

(c) Other Participant Agreements. Other Participant Agreement categories can be added from time to time as
required by legislative changes or to accommodate business need.

4.06 Annual Meetings. An annual meeting of the Members shall be held on the third Thursday in
February of each year, commencing with the year 1985, at a time and place determined by the Board of
Directors. At the annual meeting, Associate Members shall elect one At-Large Member of the Board of
Directors to serve for a two-year term and Members shall transact such other business as may be properly
brought before the meeting or as may be required by law. If any annual meeting is for any reason not held on
the date determined as set forth above, a deferred annual meeting may thereafter be called and held in lieu
thereof, at which the same proceedings (including the election of officers) may be conducted. Any Director

Page 2 of 13

elected at any annual meeting, deferred annual meeting or special meeting will continue in office until the
election of his successor, subject to his earlier resignation.

4.07. Special Meetings. Special meetings of the Members may be held whenever and wherever called for
by the Board of Directors, or by not less than 30% of the Members.

4.08. Notices. Not less than ten (10) nor more than fifty (50) days (inclusive of the date of meeting) before
the date of any meeting of the Members and at the direction of the person or persons calling the meeting, the
Secretary of the Corporation will cause a written notice setting forth the time, place and general purposes of
the meeting to be distributed to the Members by such method as the Board of Directors shall deem
appropriate. Notice of any meeting at which an amendment of the Corporation’s Articles of Incorporation
will be considered shall be given at least thirty 30) days prior to the meeting.

4.09. Proxies. Any Member entitled to vote thereat may vote by proxy at any meeting of the Members
(and at any adjournment thereof) which is specified in such proxy, provided that his Proxy is executed in
writing by such Member or his duly authorized attorney-in-fact.

4.10. Voting. Except for the election of At-Large Directors which will be governed by cumulative voting
pursuant to applicable law) and except as may otherwise be required by the Corporation’s Articles, these
Bylaws or by statute, each Member will be entitled to one vote on each matter submitted to a vote of the
Members at any meeting. Unless otherwise required by the Corporation’s Articles or by applicable law, any
question submitted to the Members will be resolved by a majority of the votes cast thereon, provided that
such votes constitute a majority of the quorum of that particularmeeting, whether or not such quorum is then
present. Voting will be by ballot on any question as to which a ballot vote is demanded prior to the time the
voting begins, by any person entitled to vote on such question; otherwise, a voice vote will suffice. Each
matter approved by the Members (other an the election of At-Large Directors) must also be approved by the
Board of Directors.

4.11. Quorum. At any meeting of the Members, the presence in person or by proxy of a majority of the
Members of the Corporation entitled to vote at the meeting as well as a majority of the Principal Members
will constitute a Quorum of the Members for all purposes. In the absence of a Quorum, any meeting may be
adjoumed from time to time by its Chairman, without notice other than by announcement at the meeting, until
a Quorum is formed. At any such adjoumed meeting at which a Quorum is present, any business may be
transacted which might have been transacted at the meeting as originally noticed. Once a Quorum has been
formed at any meeting, the Members from time to time remaining in attendance may continue to transact
business until adjoumment, notwithstanding the prior departure of enough Members to leave less than a
Quorum. If an adjournment is for more than thirty (30) days, a notice of the adjoumed meeting shall be given
to each Member entitled to vote at the meeting.

4.12. Organization and Conduct of Meetings. Each meeting of the Members will be called to order and
thereafter chaired by the Chairman of the Board of Directors if there is one; or, if not, or the Chairman of the
Board is absent or so requests, then by the President; or if both the Chairman of the Board and the President
are unavailable, then by such other Officer of the Corporation of such Member as may be appointed by the
Board of Directors. The Corporation’s Secretary will act as Secretary of each meeting of the Members; in his
or her absence the Chairman of the meeting may appoint any person (whether a Member of not) to act as
Secretary for the meeting.

4.13 Member Approval or Ratification. The Board of Directors may submit any contract or act for
approval or ratification of the Members, either at a duly constituted meeting of the Members or by unanimous

Page 3 of 13

written consent to corporate action without a meeting pursuant to Section 4.14 below. If any contract or act
so submitted is approved or ratified by a majority of the votes cast thereon at such meeting or by such
unanimous written consent, and if such contract is approved by the Board of Directors, the same will be valid
and as binding upon the Corporation and al] of its Members as it would be if it were the act of the Members.

4.14. Informalities and Irregularities. All informalities or irregularities in any call or notice of a meeting
of the Members or in the areas of Proxies, Quorums, voting and similar matters, will be deemed waived if no
objection is made at the meeting.

4.15 Action by Members Without a Meeting. Any action required or permitted to be taken at a meeting of
the Members of the Corporation may be taken without a meeting if consent in writing, setting forth the action
so taken, is signed by all of the Members entitled to vote with respect to the subject matter thereof. Such
consent shall have the same effect as a unanimous vote of the Members of the Corporation at a meeting duly
called and noticed.

ARTICLE V

Call Center

5.01. Maintenance of Call Center. The Corporation shal] maintain a call center previously established by
the Principal Members (the “Call Center”), at which there is and shall remain installed or placed in use such
telephone, telephone answering, recording and other equipment as the Corporation may deem appropriate to
effectuate the purposes of the Corporation.

5.02. Identifications of Service. Each Member will provide to the Call Center such maps or such other
record information as will accurately identify the service area boundaries of such Member’s facilities.
Each Member shall keep such information current, and will supply to the Corporation such additional
identifying information, as the Corporation shall request from time to time.

5.03. Designated Telephone Number. A telephone number (“Designated Telephone Number’) shall be
maintained at the Call Center to which calls may be placed by those persons, firms, corporations and other
entities intending to carry on Proposed Work. The Designated Telephone Number shall be listed by each
Member under its respective name in each telephone directory in the area in which its respective name
appears; however, when accepting calls placed to the Designated Telephone Number only the Corporation
will be identified.

5.04. Call Records. All calls to the Designated Telephone Number accepted by the Call Center shall be
sequentially numbered. Each such call shall also be recorded and the recording shall identify the time the call
was received.

5.05. Data Transfer System. The Members will be notified by the Call Center of information received from
calls which are accepted at the Call Center by means of a data transfer system during scheduled operating
hours as soon as may be reasonably practical after receipt thereof. The Call Center may also, at such times as
may be appropriate and practicable to do so, communicate by telephone to a Member notification of
information received from telephone calls placed to the Designated Telephone Number.

5.06. Automatic Telephone Answering Equipment. At times during which the Call Center is not accepting
calls placed to the Designated Telephone Number, automatic telephone answering equipment may be

Page 4 of 13

approved for use to answer calls by requesting the caller to replace the call during the next scheduled
operating hours or, if such hours are inconvenient or if more prompt attention is required, to determine and
contact directly each Member that may have facilities in the vicinity of the Proposed Work.

5.07. Message Equipment. Each Member shall maintain, at such of their respective business offices as may
be selected by them, equipment to receive messages dispatched by the Call Center.

5.08. Protection of Utility Facilities. Each Member shall be individually responsible to the public for
taking such action, as it may deem necessary to protect its respective utility facilities.

5.09. Retention Time of Records and Messages. The call records made pursuant to Section 5.04 of these
Bylaws and the messages dispatched pursuant to Section 5.05 of these Bylaws shall be preserved for a period
of at least three years. Written notice shall be given to all Members prior to disposing of any such records or
messages. Any Member requesting that any such recording or message be retained for a period of time in
excess of three years shall be responsible for such retention or shall pay the costs thereof. Any such records
or messages shall be made available to any Member requesting the same.

ARTICLE VI

Operating Costs

6.01. Responsibility for Costs. The Members shall be responsible for the costs and expenses incurred or to
be incurred in the operation or maintenance of the Call Center, but the foregoing is not intended, and shall not
be construed, to benefit any creditor of, or claimant against, the corporation, nor in any way to make the
members liable for the debts, liabilities or obligations of the corporation. An annual budget shall be
established and approved by the Board of Directors and the Member payments to the corporation for its cost
and expenses shall be based on such a budget. The budget may be amended or revised by the Board of
Directors, from time to time, as required due to the reasonable requirements of the business of the
corporation. Each Member shall pay that portion of the total costs determined by the then current formula
approved by the Board of Directors considering all relevant criteria; such costs and expenses shall include,
without limitation, the following:

(a) The cost of leasing, renting, purchasing or otherwise providing space for the location and operation of the
Call Center, such cost to be determined in accordance with approved practices in allocating total cost per
building on a square-foot basis, including supervision, cleaning and utilities.

(b) The cost of leasing, renting, purchasing or otherwise providing any equipment associated with the Call
Center.

(c) Any mileage or loop charges and charges for telephone or other communication service directly associated
with the operation of the Call Center.

(d) Wages and salaries and loadings and overheads associated with the operation and maintenance of the Call
Center, including billing and collection.

(e) Any other costs incurred in obtaining labor and services directly associated with the operation or maintenance
of the Call Center not covered by Paragraph (d).

Page 5 of 13

(f) Any taxes or levies directly associated with the Call Center and the cost of any licenses or permits required
for the operation or maintenance of the Call Center.

(g) Any cost directly associated with the storage, retention or preservation of records relating to the Call Center.

(h) The premiums for any insurance agreed to by the Corporation to be carried respecting the operation and
maintenance of the Call Center.

(i) Any other cost or expense incurred or to be incurred in connection with the fummishing of supervision, labor,
transportation, material, equipment, supplies and services for the Call Center.

(j) Any advertising costs for the Corporation.

6.02. Equipment. Certain equipment has been purchased specifically for and placed in use at the Call
Center, and additional or replacement equipment may be purchased by the Corporation specifically for use at
the Call Center. If such equipment has been or will be purchased specifically for use at the Call Center, cost
thereof shall be shared by the Members as determined by the Board of Directors. If such equipment has been
or will be furnished by one of the Members, the ownership of such equipment shall remain in the Member
furnishing such equipment; provided, however, that a reasonable payment to be agreed upon by the Board of
Directors shall be made in respect thereof to whichever of the Principal Members has fumished or will fumish

such equipment.

6.03. Annual Assessments. The budgeted costs and expenses incurred in the operation and maintenance of
the Call Center, as set forth in Section 6.01 above, shall be determined annually (the “AssessmentYear”). The
amount so determined shall be divided among the Members according to the then current formula approved
by the Board of Directors to determine the net share of expenses for the Assessment Y ear to be allocated to
each Member. Any formula adopted by the Board of Directors shall reasonably apportion the costs and
expenses of the Call Center, taking into account such factors as may be deemed appropriate by the Board of
Directors. Such net share of budgeted expenses shall be further adjusted to take into account the payments
provided for in Section 6.02 of this Agreement, to determine the invoices to be rendered to the Members.
Such invoices shall be due upon receipt. Each Member shall be provided an itemized report showing in
reasonable detail the basis of the assessments, and such assessment to be subject to audit by any Member at
such Member’s expense. The Corporation shall provide each Member with a copy of an annual audit of
actual expenses for the year.

6.04. Member Expenses. Members shall be individually responsible for all costs and expenses incurred
in the establishment, operation and maintenance of data transfer and telephone equipment on their respective
premises to receive notification of information dispatched by the Call Center, including without limitation the
costs of providing, leasing or renting and the cost of utilizing data transfer, telephone and other equipment and
any mileage and loop charges associated therewith, and in carrying on any activities associated with
individual advertising of the Designated Telephone Number, including the listing thereof as provided in
Section 5.03 or these bylaws.

6.05. Cost Schedules. Operation and maintenance costs incurred shall be established for the Call Center by
the Corporation’s Board of Directors. At least once in each year the Board of Directors shall make an
economic and equitable evaluation of the Call Center, its operation, liabilities and performance. The Board
may initiate cost adjustments at any time.

Page 6 of 13

ARTICLE V0

Fiscal Year

7.01. 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 Vi

Board of Directors

8.01. Membership. The property, affairs, activities, and concerns of the Corporation shall be vested in a
Board of Directors consisting of not less than five (5) nor more than nine (9) Members. The Members of the
Board shall, upon election, immediately enter upon the performance of their duties and shall continue in
office until their successors shall be duly elected and qualified. The Board of Directors shall have one
Member appointed by each Principal Member (the “Principal Member Directors”) and two At-Large
Members (the “At-Large Directors”) who shall be elected for staggered two-year terms by the Associate
Members. Election of one of the At-Large Members of the Board of Directors will regularly take place at
each annual meeting of the Members, but such election may be held at any other meeting of the Members.
The Board will have the power to increase or decrease its size and to fill any vacancies which may occur in its
membership, whether resulting from an increase in the size of the Board or otherwise, pending the next
annual meeting of the Members.

8.02. Election of Directors and Term. At the annual meeting of the Corporation, one At-Large Director
shall be elected to service for a term of two years. Each Associate Member shall be entitled to one vote for
the At-Large Director to be elected and the candidate receiving the highest number of the votes cast shall be
declared elected.

8.03. Power and Duties. The Board of Directors may:

(a) Hold meetings at such times and places as it deems proper;

(b) Appoint committees on particular subjects from the Members of the Board;

(c) Audit bills and disburse the funds of the Corporation;

(d) Print and circulate documents, publish articles; and otherwise create publicity for the Corporation’s work;

(e) Carry on correspondence and communicate with other associations interested in promoting purposes similar
to that of the Corporation;

(f) Employ agents; and

(g) Do any and all other acts and things which it may decree necessary or appropriate to promote the objectives
of the Corporation.

8.04. Absence. Should any Member of the Board of Directors be absent unreasonably from three
consecutive meetings of the Board without sending a communication to the President or Secretary stating his

Page 7 of 13

reason for so doing, or if his excuse should not be accepted by the Members of the Board, his seat on the
Board may be declared vacant and the Board may immediately fill the vacancy.

8.05. Removal of Directors. Any one or more of the At-Large Directors may be removed either with or
without cause by a vote of two-thirds (2/3) of the remaining Members of the Board present at any regular or
special meeting called for that purpose. Any one or more of the Principal Member Directors may be
removed either with or without cause by a unanimous vote of the remaining Principal Member Directors.

ARTICLE IX
Meetings

9.01 Regular Meetings. A regular annual meeting of the Board of Directors shall be held immediately
following the annual meeting of Members in each year. Regular meetings of the Board of Directors shall be
held not less than three other times during each fiscal year. At the annual meeting, the Board shall elect
Officers for the ensuing year, receive reports, and transact other business.

9.02. Special Meetings. The President may, when he deems necessary, or the Secretary shall, at the request
in writing of one-third (1/3) of the Members of the Board, call a special meeting of the Board. No business
other than that specified in the notice of meeting shall be transacted in any special meeting.

9.03. Notices. No notice need be given of regular meetings of the Board of Directors. Written notice of
the time and place and the purpose or purposes of any special meeting will be given to each Director in such
manner as shall be deemed appropriate by the Board. Any Director may waive call or notice of any meeting
(and any adjournment thereof) at any time before, during which or after it is held. Attendance of a Director at
any meeting will automatically evidence his waiver of call and notice of such meeting (and any adjournment
thereof) unless he is attending the meeting for the express purpose of objecting to the transaction of business
because the meeting has not been properly called or noticed.

No call or notice of a meeting of Directors will be necessary if each of them waives the same in writing or by
attendance. Any meeting once properly called and noticed (or as to which call and notice have been waived)
and at which a Quorum is formed, may be adjourned to another time and place by a majority of those in
attendance.

9.04 Quorum. A Quorum for the transaction of business at any meeting or adjourned meeting of the Board
of Directors will consist of a majority of those then in office, as well as a majority of Principal Member
Directors representing the Principal Members.

9.05. Voting. Any question submitted to any meeting or adjourned meeting of the Board of Directors will
be resolved by a majority of the votes cast thereon provided that such majority includes a majority vote of the
Principal Member Directors.

9.06. Executive Committee. The Board of Directors may, by resolution adopted by a majority of the whole
Board, which includes a majority of the Principal Member Directors, name one or more of its Members as an
Executive Committee. Such Executive Committee will have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation while Board is not in session,
subject to such limitations as may be included in the Board’s resolution; provided, however, that such
Executive Committee shall not have the authority of the Board of Directors in reference to the following

Page 8 of 13

matters: (1) the filling of vacancies on the Board of Directors; or (2) the amendment or repeal of the Articles
or Bylaws, or the adoption of new Articles or Bylaws. A majority of those named to the Executive
Committee will constitute a Quorum.

9.07. Other Committees. The Board of Directors may from time to time, by resolution adopted by a
majority of the whole Board, appoint other standing or temporary committees from its membership and vest
such committees with such powers as the Board may include in its resolution; provided, however, that such
committees shall be restricted in their authority as specifically set forth with respect to the Executive
Committee in Section 9.06 above. A majority of those named to any such committees will constitute a
Quorum.

9.08. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of
Directors, or of any committee, at which action is taken on any corporate matter will be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his
written dissent to such action with the person acting as Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent will not be available to a Director who voted in favor of the
action,

9.09. Compensation. The Corporation shall not pay any expenses, salary or any other remuneration to any
Director.
9.10. Action by Directors Without a Meeting. Any action required or permitted to be taken at a meeting of

the Board of Directors or of a Committee of the Corporation may be taken without a meeting if all Directors
or Committee Members, as the case may be, consent thereto in writing. Such consent shall have the same
effect as a unanimous vote of the Directors or Committee Members of the Corporation.

9.11. Meetings by Conference Telephone. Any Member of the Board of Directors of a Committee of the
Corporation may participate in any meeting thereof by means of a conference telephone or similar
communication equipment whereby all Members participating in such meeting can hear one another. Such
participation shall constitute attendance in person, unless otherwise stated as provided in Section 9.03 above.

ARTICLE X

Officers

10.01. Elections and Appointments, The Board of Directors will elect or appoint the Officers of the
Corporation, including (if they choose to have one) the Chairman of the Board. Such election or appointment
will regularly take place at each annual meeting of the Board of Directors, but election of Officers may be
held at any other meeting of the Board. A Person elected or appointed to any office will continue to hold that
office until the election or appointment of his successor, subject to action earlier taken pursuant to Article XII
below. Any two or more offices may be held by the same person except for the office of President and

Secretary.

10.02. Additional Appointments. In addition to the Officers contemplated in Article XI below, the Board of
Directors may appoint other corporate or divisional Officers having such authority to perform such duties as
may be prescribed from time to time by the Board of Directors, by the President or, in the case of assistance
officers (as, for example, one or more assistant secretaries), by his or their superior officers (which, in the
foregoing example, would be the Secretary). Each of such assistant officers (in the order designated by the

Page 9 of 13

Board) will be vested with all of the powers and charged with all of the duties (including those herein
specifically set forth) of his superior officer in the event of such superior officer’s absence or disability.

10.03. Removal or Delegations. The Board of Directors may, whenever in its judgment the best interests of
the Corporation will be served thereby, remove any Officer or Agent of the Corporation or temporarily
delegate his powers and duties to any other Officer or to any Director. Such removal or delegation shall be
without prejudice to the contract rights, if any, of the person so removed or whose powers and duties have
been delegated. Election or appointment of an officer or agent shall not of itself create contract rights.

ARTICLE XI

Specific Officers

11.01. President. The President shall preside at all meetings of the Board of Directors. He shall also, at the
annual meeting of the Board, and such other times as he deems proper, communicate to the Board of
Directors such matters and make such suggestions as may in his opinion tend to promote the prosperity and
welfare and increase the usefulness of the organization and shall perform such other duties as are necessarily
incident to the office of President.

11.02. Vice-President, The Vice-President shall perform all duties delegated to him by the President and
shall perform the duties of the President in his absence or inability to act.

11.03. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors. He shall
keep all records of this Corporation, other than the current Treasurer’s books, and carry out such other duties
as usually pertain to his office. He shall be responsible for notifying all Members of the Board of Directors of
the time and place of Board meetings. He shall keep the roll at all meetings and shall assist all Officers in
necessary correspondence.

11.04. Treasurer. The Treasurer shall pay all bills approved by the Board of Directors and shall make report
of the financial condition of the Corporation upon request of the Board of Directors. He shall be responsible
for collecting the monies owed the Corporation and shall keep an account of all monies received and
expended for use of the Corporation, make disbursements as directed by the Board of Directors; and deposit
all sums received in a bank or banks approved by the Board of Directors. He shall make an annual report for
each fascal year conceming the financial condition of the organization and shall perform such other duties
commonly associated with the office of Treasurer.

ARTICLE XI

Resignations and Vacancies

12.01. Resignations. Any Director, Committee Member or Officer may resign from his office at any time by
written notice delivered or addressed to the Corporation at its known place of business. Any such resignation
will be effective upon its receipt by the Corporation unless some later time is fixed in such notice, and then
from that time; the acceptance of a resignation will not be required to make it effective.

Page 10 of 13