Section 1. Name. The name of the Corporation shall be the Subsurface Utility Engineering Association (SUEA). This organization will hereafter be referred to as the Corporation in this document. Section 2. Principal Office. The principal office of the corporation shall be as designed by the Board of Directors from time to time.

Section 1. Regular Member Firm. Any firm engaged in performing subsurface utility engineering services, licensed by the relevant governmental board of professional engineers and/or land surveyors, if applicable, may become a Regular Member by making written application to the President accompanied by payment of one year's dues. "Engaged in performing subsurface utility engineering services" means any private, for-profit organization where one of its purposes is to investigate and depict existing underground utility infrastructure through the collection and analysis of records, visuals, geophysical, and/or exposure methods and assigns achieved Utility Quality Levels to non-visible Utility Segments and Utility Feautures based upon the integration of all the analyzed data with profession judgement at a defined point in time, and depict those data for engineering decisions. A representative of a Regular Member shall have on vote on matters before the Corporation and may serve on the Board of Directors. Section 2. Associate Member Firm. Any firm engaged in the manufacturing and/or supplying of subsurface utility engineerings equipment, supplies, hardware, software or services that support but is not engaged in performing subsurface utility engineering services may become an Associate Member by making written application to the President accompanied by payment of one year's dues. An Associate Member shall not have voting rights and may not serve on the Board of Directors. Section 3. Affiliate Member. Any government agency, university, or other institution of higher learning, non-profit organization or other entity that does not meet the criteria as a Regular Member Firm or Associate Member Firm or is not engaged in but with an interest in the subsurface utility engineering field may become an Affiliate Member by making written application to the President accompanied by payment of one year's dues. An Affilliate Member shall not have voting rights and may not serve on the Board of Directors. Section 4. Sustaining Member. Any Regular Member Firm paying the additional Sustaining Member dues may become a Sustaining Member. Any Associate or Affiliate Member paying the additional Sustaining Member dues may become a Sustaining Member. Section 5. Independent Consultant Member. Any individual who would not otherwise quailify for membership under sections 1-3 is not affiliated with any firm or organization that would qualify for membership under sections 1-3, have no employees, is engaged in consulting in or to the subsurface utility engineering profession, and provides a consulting service of interest to the subsurface utility engineering profession may become an independent consultant member by making a written application to the President accompanied by payment of one year's dues. An Independent Consultant Member shall have the same rights and privileges as associate members. Section 6. Honorary Life Members. Any person or firm that has demonstrated service, activities or contributions to the subsurface utility engineering profession may be designated by the Board of Directors as a Honorary Life Member, shall have the same rights and privileges as Regular Members, except the right to serve on the Board of Directors, and dues will be waived for Honorary Members for Life. Section 7. Membership Authority. The Board of Directors will have the authority to determine membership qualifications and classify or re-classify members, Section 8. Voting. Each Regular Member firm shall have one vote, but may have mulitiple representatives. Section 9. Voluntary Withdrawal. Any member may withdraw from membership by giving written notice of withdrawal to the President, provided that member has paid all dues and assessments dues the corporation through the end of the fiscal year in which such notive is given. All rights, privileges and interests of a member in and of the corporation shall cease on the termination of membership under provision of these bylaws. Section 10. Suspension and Expulsion. For cause, any member may be expelled from membership, or suspended from membership, for such a period as the Board of Directors shall determine. Sufficient cause for suspension or expulsion shall be: Violation of the bylaws or any lawful rule or practice adopted by the corporation; violation of SUEA Code of Ethics; or by any other conduct prejudicial to the interest of the corporation. Suspension or expulsion shall be by the affirmative vote of two-thirds of all the Directors of the corporation. A statement of the grounds for suspension or expulsion, accompanied by notice of the time and place of a hearing by the Board of Directors thereon, shall have the right to appear in person or by representative, and to present any matter relevant to the proposed suspension or expulsion. Section 11. Division of Members. There shall be established certain standing committees of the members for the efective advancement of the corporation's interests and shall consist of such committees as the Board of Directors may from time to time deem necessary. The President shall name the Chairman and the members of each such committee to serve at the pleasure of the President.

Section 1. Annual Dues. The Board of Directors will set the amount of annual dues for all classes of members. Section 2. How Payable. Annual dues of all classes of members shall be due and payable by each member on or before the date of the anniversary of the membership, for the following year's dues. Sustaining Member dues shall be paid in conjunction with Regular, Associate, Affiliate or Independent Consultant member dues.

Section 1. Annual Meeting. The annual meeting of members shall be held each year at such time and place as the Board of Directors may by resolution determine, for the election of Directors and for the transaction of such other business as may properly by brought before the meeting. Notice of such meeting shall be transmitted to each member at least thirty, but no more than sixty, days before the date of the meeting. Section 2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or the written request of a majority of the members. Notice of any special meeting shall be mailed to each member at leaste fifteen but not more than thirty days before the date of such meeting, stating the time and place of such meeting and the purpose for which it is called. Section 3. Quorum. Twenty-five percent of the members shall constitute a quorum at any annual or special meeting of members. Five members of the Board will constitute a quorum for a meeting of the Board of Directors. If a quorum is not present at any meeting, the presiding officer may adjourn the meeting from time to time until a quorum is present. The act of a majority of the members present at any duly called meeting at which a quorum is present shall be the act of the corporation. Section 4. Organization. Meetings of members shall be presided over by the President, or if the President is not present, by the President Elect, or if neither is present, by the Chairman to be chosen by the meeting. The Secretary shall act as secretary of every meeting, but if secretary is not present, the meeting may choose any person present to act as secretary of the meeting. At the annual meeting of members, the order of business (unless altered or suspended by vote of the meeting) shall be: Call to order. Reading of the minutes of previous annual meeting. Reports of Officers. Reports of Committees. Election of Directors. Other Business When not in conlict with these bylaws, the current edition of "Robert's Rules of Order" shall govern all deliberations.

Section 1. Powers, Number and Term. The property, affairs and business of the corporation shall be managed by its Board of Directors consisting of ten persons. The Directors shall be individuals elected by the members to serve two-year staggered terms, the number of Directors being elected at each annual meeting as determined by the number of Directors whose terms expire at each annual meeting. The President shall serve four years on the Board, two as President Elect and two as President. Elected Directors shall serve for two years or until their successors are be elected and qualify. Only individuals from Regular Member Firms may serve on the Board of Directors, except one Director may be elected from a category other than a Regular Member Firm. Only one individual from any firm may serve as a Director at any time. If a Director should leave office during a Director’s term, the vacancy shall be filled in accordance with Section 4 of this Article. If a vacancy should occur in the position of an officer, a successor shall be elected by the Board in accordance with Section 1 of Article VI. Section 2. Establishment. For the establishment of the corporation in the first year, officers and directors may be elected by the members for staggered terms necessary to provide for an orderly rotation of directors in accordance with Section 1 of this Article. Section 3. Absence from Meetings. A Director, unable to attend a meeting of Directors shall, in a letter addressed to the President, state the reason for the Director’s absence. If a Director is absent from more than one meeting for reasons which the Board deems are insufficient, the Director’s resignation shall be deemed to have been tendered and accepted. Section 4. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum. A Director so chosen to fill a vacancy on the Board shall serve until the next regularly scheduled election of Directors. Section 5. Meetings. The Board of Directors shall have a regular meeting immediately after the annual meeting of members, at which meeting officers shall be elected. The Board shall have such regular meetings (at least three meetings each year), as may from time to time be fixed by resolution of the Board, at such place as the Board may designate. Such meetings shall be held upon call of the President, or upon demand of a majority of all the Directors. Notice of all meetings of the Directors shall be sent to each Director at least five days before the date of such meeting. The act of a majority of the Directors at a duly called meeting at which a quorum is present shall be the act of the Board. The President, or if the President is not available, the President-Elect, may call an emergency telephone meeting without notice.

Section 1. Executive Officers. The Executive officers of the corporation shall be a President, a President Elect, a Treasurer and a Secretary, from among the individual representatives of Regular Member Firms elected to the Board of Directors. The President shall be the immediate past President Elect and shall serve as President for two years. The remaining Executive officers shall be elected by the Board of Directors at its first meeting following the annual meeting of members or at such time when an Executive office becomes vacant. The President Elect shall hold that office for two years and shall automatically succeed to the President after two years, or sooner if the office of President becomes vacant. If the office of President becomes vacant, the President elect shall become President to fill out the vacant term of President and shall then remain President for two more years. The Board shall elect a new President elect to fill the term of the previous President elect and serve in that office until the office of President becomes vacant. If the office of President Elect becomes vacant, the Board shall elect a new President Elect to fill out the term of the Previous President Elect and to serve in that office until the office of President becomes vacant. Other vacancies created on the Board of Directors shall be filled according to Article V, Section 4. The term of office for the Secretary and Treasurer shall be one year and individuals in such offices may succeed themselves once in that office. No one person may hold more than one office at one time. Section 2. President. The President shall be a Director of the corporation and, subject to the Board of Directors, shall have general charge of the affairs of the corporation, with such powers as may reasonably be incident to the President’s responsibilities. The President shall, when present, preside at all meetings of the members and the directors. The President shall have authority to sign and execute in the name of the corporation all authorized deeds, mortgages, bonds, contracts and other instruments. Section 3. President Elect. The President Elect shall have such powers and duties as shall be assigned by the President or the Board of Directors and shall exercise the powers of the President during that officer’s absence or inability to act. The President Elect shall be responsible for maintaining the terms of Directors and Officers in order to comply with these Bylaws. Section 4. Treasurer. The Treasurer shall be responsible for custody of all funds and securities of the corporation and will perform such duties as assigned by the Board of Directors. The Treasurer shall perform all acts usually incident to the office of Treasurer, subject to the control of the Board of Directors. The Treasurer shall give such bond for the faithful discharge of the Treasurer’s duties as the Board of Directors may require. Section 5. Executive Director and Staff. The Board of Directors may hire or appoint an Executive Director and other staff as it deems necessary in order to conduct the affairs of the corporation. The duties of the Executive Director and any other staff will be as assigned by the Board of Directors. The Executive Director shall serve as an Ex-Officio member of the Board of Directors. Section 6. Secretary. The Secretary shall be responsible for keeping the minutes of the meetings of members and of the Board of Directors, in books provided for the purpose. The Secretary shall see that all notices are duly given in accordance with law and the provisions of these bylaws. The Secretary shall be the custodian of the records and of the seal of the corporation. The Secretary shall see that the corporate seal is affixed to all documents, the execution of which on behalf of the corporation is duly authorized, and when so affixed may attest the same. And, in general, the Secretary shall perform all duties ordinarily incident to the office of the Secretary, as well as such other duties as from time to time may be assigned by the Board of Directors or by the President. Section 7. Compensation. The Board of Directors shall have the power to fix the compensation of all officers, the Executive Director and other Staff of the corporation. Section 8. Removal. The Board of Directors shall have power at any regular or special meeting to remove any officer whenever in its judgment the best interests of the corporation will be served thereby. But such removal shall be without prejudice to contract rights, if any, of the person so removed.

Section 1. Code of Ethics. The members of the Subsurface Utility Engineering Association (SUEA) shall be responsible for upholding the Code of Ethics set forth in these bylaws and shall be subject to expulsion or suspension for violation of this code, under the terms set forth in Article II, Section 10. Section 2. The Code of Ethics shall be: A SUEA Member agrees to practice its business with high regard to standards of excellence and fairness to its clients and those whom it may employ. A Member will not engage in garrulous or misleading advertising and will project the services offered in a truthful and dignified manner. A Member will observe and abide by the laws and regulations governing good business practice and any applicable licensing law. A Member will not slander, nor will it in any way impair the ethical image of its competitors. A Member will, to the best of its ability, uphold and increase the technical and professional status of the science of Subsurface Utility Engineering in an unselfish manner. A Member will not violate the trust and confidence, reliance and dependence given it by its client, and it will render full value for payments it receives. A Member will be considerate of and sensitive to the effect its business may have upon the public welfare and safety at all times. A Member will advise its clients properly and truthfully in all matters of its business, and not be affected by desires for unethical personal gain. As supplemental to its adoption of its ethical code, a SUEA Member agrees to accept and subscribe to the canons and code of ethics that direct professional society members, as they may pertain to the practice of Subsurface Utility Engineering. Section 3. Amendment of the Code of Ethics. This Code of Ethics may be revised or amended by the affirmative vote of two-thirds of the members of the corporation.

Section 1. Amendment. These bylaws may be altered, amended, or repealed by the affirmative vote of two-thirds of the members at any duly called meeting thereof provided that a copy of any proposed amendment shall be mailed at least thirty days before date of such meeting. Section 2. Implementation of Amendments. Once Amendments are approved, the Board will establish a plan for implementation and carry out that plan as soon as is practical and feasible.