This Corporation will be known as Louisiana One Call System, Inc.
The principal and registered office of the Corporation will be located at 2215 West Boardwalk Drive, Baton Rouge, Louisiana, or at such other place, as the Board of Directors may deem advisable.
Louisiana One Call System, Inc. has been incorporated in the State of Louisiana as a not for profit Corporation for the purpose of establishing and overseeing the operation of an Underground Utilities and Facilities Damage Prevention System, called the Louisiana One Call Center (referred to herein as LOC) which will receive and distribute Notices of Excavation, and reports of such activities as construction of underground facilities, excavating, backfilling, boring, pile driving, dredging, compressing, demolition, auguring, plowing in, trenching, tunneling, grading, mechanical probing, drilling, blasting, and/or digging by powered or mechanical or manual means by contractors, excavators, utilities, the general public, and anyone else performing these activities.
Member classifications are based upon each member's annual amount billed compared to LOC’s total amount billed for that same period. The member's annual amount billed paid towards LOC’s total amount billed is based on the twelve-month period ending December 31 of each year.
Louisiana One Call System, Inc. consists of Principal, Affiliate, Associate, Political Subdivision, and Sustaining members. Principal, Affiliate, Associate, and Political Subdivision members are utility companies, cablevision companies, communication companies, water companies, pipeline companies, and other companies or utility departments of political subdivisions who are required by law, or who desire, to protect their underground lines or facilities by receiving notices of excavation and marking their underground facilities. Sustaining members are those companies who have an interest in the promotion and betterment of the Louisiana One Call Program.
As a condition of membership, all members must review, provide, and update, annually, all the contact information for the following:
A Principal Member is one whose annual amount billed is or exceeds three-fourths of 1 percent (0.75%) of LOC’s total amount billed.
An Affiliate Member is one whose annual amount billed is or exceeds one-fifth of 1 percent (0.20%), but is less than three-fourths of 1 percent (0.75%), of LOC's total amount billed.
An Associate Member is one whose annual amount billed is less than one-fifth of 1 percent (0.20%) of LOC's total amount billed.
A Political Subdivision Member is one whose governing body is duly elected by the citizens of a political region within Louisiana, or it is one whose governing body is directly appointed by duly elected officials.
A Sustaining Member is one who has an interest in the promotion and betterment of the Louisiana One Call Program. Sustaining Members pay a fee established by the Louisiana One Call System, Inc. Board of Directors. A Sustaining Member has no voting rights.
Members who consistently receive over 100 notifications each month for a given terminal code must provide a computer, or an automated printer with an associated dedicated telephone line for use in conjunction with LOC.
Members who receive less than 100 notifications each month for a given terminal code must provide a computer, an automated printer, or a facsimile machine, with an associated dedicated telephone line for use in conjunction with LOC. If a member chooses to use a facsimile machine, it must be used for data transmission only-NO VOICE-
Members who receive 100 or more notifications by facsimile machine each month for a given terminal code will be charged an additional fee, determined by the Board of Directors, beginning with their first monthly notification.
A. Members of Louisiana One Call System, Inc. have the right to utilize the services of LOC. Upon exercising this right, the member agrees to pay all required participation fees as specified by the Board of Directors. The payment for all fees will be made within thirty (30) days of the date of the invoice. A member who fails to pay within thirty (30) days may be subject to a late fee.
B. Property Rights. No individual member of this Corporation will have any right to, or interest in, the property and assets of this Corporation. All property and assets of this Corporation will be subject to the direction and control of the Board of Directors. Should this Corporation be liquidated, dissolved, or otherwise discontinue activity, the property and assets of the Corporation will be distributed in accordance with provisions set forth in the Articles of Incorporation, if any, or as provided by law.
C. Notification Tickets. A member will not provide a copy of a location Request Ticket to anyone for the purpose of avoiding participation in, and sharing the cost of, Louisiana One Call System, Inc.
Application for membership will be submitted to the Executive Director-Chief Operating Officer of this Corporation on forms approved by the Board of Directors. If the Executive Director-Chief Operating Officer determines that the applicant is eligible for membership, meets the criteria for membership and the initial dues have been paid, the Executive Director-Chief Operating Officer will cause to be prepared and sent to such applicant a Letter of Membership in this Corporation. The Executive Director-Chief Operating Officer will also advise the operator of the Call Center that a new member is eligible to utilize the services of LOC. In absence of the Executive Director-Chief Operating Officer, the designee, may approve the application and on line status. A list of new members accepted will be furnished to the Board of Directors at each regular meeting of such Board.
Dues, fees and other charges to the members of this Corporation will be as specified by the Board of Directors.
A member may terminate membership by giving written notice to Louisiana One Call, provided that such notice is sent not less than forty-five (45) days prior to the effective date of termination to the Corporation at its then principal office.
A member may be terminated for cause, as determined by the Executive Director-Chief Operating Officer, in accordance with the procedures set forth in the Governing Policy 6110.00 as adopted by the Board of Directors. Such cause will include, but not be limited to, a failure to meet dues and/or financial assessments or other obligations as may be defined by the Board of Directors. A member of the Corporation who fails to pay any charges as they become due is subject to termination of the membership contract with Louisiana One Call.
Termination of membership will not relieve the member of any responsibilities, duties or financial obligations incurred or acquired during the course of its membership.
A list of cancelled memberships will be furnished to the Board of Directors at each regular meeting of such Board.
Notwithstanding anything in these Bylaws, to the contrary, the membership of any member of the Corporation may be terminated with or without cause upon the affirmative vote of two-thirds of all of the Directors.
Annual meetings of the Corporation will be held during the month of March in each year at a location to be determined by the Board of Directors. Adequate notice of the meeting time and place will be provided prior to the meeting date to each member as noted in the records of the Corporation. A form will be made available for the member company to identify the individual duly authorized to represent and vote for the member company at the annual meeting. The individual identified on this form must be an employee of the member company and the form cannot be used to transfer voting rights by proxy to another member company. If the member does not provide a completed duly authorized form prior to the meeting, the senior management contact as listed in the official records will be the duly authorized representative unless the member company has a representative on the Board of Directors, in which case their Board of Directors representative will be the duly authorized representative.
If a change is required and the meeting is to be held in a month other than specified above, adequate notice of such time and place will be given by the Board of Directors to the members.
Special meetings of the membership may be called by the Chairman of the Board or by the Board of Directors. The Corporate Office will mail notices of the meeting to members no less than ten (10) working days prior to the date of the special meeting.
The purpose of the annual meeting of members of Louisiana One Call System, Inc. is to elect directors to the Board and to receive the annual report on the status of the Corporation as presented by the Chairman of the Board. A meeting of the Board of Directors will be held immediately after the annual meeting of the membership. This meeting will be for the purpose of electing officers of the Board and addressing the “At Large” Director.
The property, affairs and business of the Corporation will be managed by a Board of Directors, which will consist of eleven (11) employees of member companies elected or appointed to occupy a seat on the Board. The Board will consist of six (6) persons representing Principal members, two (2) persons representing Affiliate members, two (2) persons representing Associate members, and one (1) person representing Political Subdivision members. At the discretion of the elected Board of Directors, “At-Large” Director(s) may be appointed, or dismissed, by majority vote of the elected Board of Directors. “At-Large” Director(s) will have no voting privileges and the term of service will be one year.
A member must be in good standing with Louisiana One Call System, Inc. for at least one (1) year before being eligible for a seat on the Board. Only those members within a particular member classification will be allowed to vote for Directors in that member classification.
In the event of a tie vote, those member organizations involved in the tie will elect a Director by the drawing of lots. The Secretary/Treasurer will oversee this procedure.
Any member organization which has contributed more than 5% of LOC’s total amount billed during the previous calendar year, except those members that are exempt under the Louisiana Underground Utilities and Facilities Damage Prevention Law, will be entitled to appoint one (1) Director to the Board, provided that member organization does not have a representative already on the Board.
If a vacancy occurs for any reason, the Member Company for such departing Director will appoint a successor representative within thirty (30) days. If the Member Company does not wish to, or is not eligible to appoint a new representative, the Board of Directors will determine the disposition of the vacancy. The Board of Directors may appoint a representative to the Board for an unexpired term, regardless of a Member Company’s classification.
The term of office of a Board Member will be two (2) years. The terms of office of the Board Members will alternate with one half of the terms expiring each year. In the case of a vacancy created by the resignation of an organization, the Board of Directors will determine the disposition of the vacancy. In the case of a change in classification during a term in office, a Board Member will be entitled to serve out the remainder of their unexpired term, provided that the Member Company is in good standing.
The Board of Directors will have the power to increase or decrease the size of the Board with the approval of a majority of the Board of Directors.
The Board of Directors will meet at the principal office of the Corporation or at such other place and at such times as the Board may desire. There will be a minimum of four (4) meetings annually. These meetings will be scheduled on a calendar of events and will be provided to the Board of Directors. A quorum for any meeting of the Board of Directors will be one more than half the number of Directors on the Board. No official Board Meeting of the Corporation will be held without a quorum.
Each Director will have one vote for purpose of voting on all matters to come before any regular or special meeting of the Board.
Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or any three(3) Directors.
The Chairman of the Board may appoint committees and will grant such powers and duties which are consistent with the law, the Articles of Incorporation, the Bylaws, and Policies. Unless extended by the Chairman, the committee’s term will not exceed one (1) year.
Not less than three (3) months prior to the date of the annual meeting of the Corporation, the Chairman of the Board will appoint a Nominating Committee of at least three (3) Board members, each representing a variety of types of members (i.e., electric utility, water, telephone, gas distribution, etc.). The Nominating Committee will present a suggested slate of directors to be voted upon by the members of the Corporation at the annual meeting.
Any action normally required to be taken at a meeting of the Board of Directors or any Committee may be taken without a meeting, if prior to such action, a written consent thereto is signed by a quorum of the Board or of the Committee and such written consent is filed with the minutes of proceedings of the Board or the Committee.
The Board of Directors, following the annual meeting in each year, will elect from its members a Chairman of the Board, a Vice-chairman and a Secretary/Treasurer and may appoint other officers, agents and employees as it may deem proper.
The term of office of all officers will be one (1) year and until their successors are elected. Any officer may at any time be removed from office by the affirmative vote of two-thirds of the Directors on the Board at a meeting called for that purpose. The officer in question will have any opportunity to address the Board regarding his/her removal prior to the vote. A vacancy in any office arising from any cause may be filled for the un-expired portion of the term by the Board of Directors.
The Chairman of the Board, when present, will preside at all meetings of the membership and, at all meetings of the Board of Directors. The Chairman of the Board will ensure that all orders and resolutions of the Board are fulfilled. As soon as reasonably possible after the close of each fiscal year, the Chairman will submit to the Board a report of the operations of the Corporation for such year. In addition the Chairman of the Board will perform such duties and have such powers, as the Board will designate.
In the absence or disability of the Chairman of the Board, the Chairman’s powers and duties will be performed by the Vice-Chairman.
The Secretary/Treasurer, or his designee, will record in books kept for the purpose, all votes and proceedings of the membership and of the Board of Directors. The Administrations Office will keep full and accurate accounts of receipts and disbursements of the Corporation. The disbursements of the Corporation will be administered upon proper approvals as set forth in Governing Policy 6500.00-Internal Controls on Expenditures. The Secretary/ Treasurer will obtain a monthly report of disbursements from the Corporation. The Secretary/Treasurer will render such reports to the Chairman of the Board and to the Board Members. In the absence of the Secretary/Treasurer at any meeting, a Secretary Pro tempore will be appointed by the Chairman to perform the duties of the Secretary/Treasurer.
The Board Officers and Directors of this Corporation will serve without compensation for their services; however, the Board of Directors may allow the reimbursement of certain necessary expenses, including travel expenses, incurred in the discharge of duties.
A. Any person who at any time serves or has served as a Director or Officer of the Corporation shall have a right to seek indemnification by the Corporation for
1. Expenses actually and necessarily incurred by him, including reasonable attorney’s fees, in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such Director or Officer (except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty); and
2. Reasonable payments made by him in satisfaction or any judgment, money decree, fine, penalty or settlement for which he may become liable in any such action, suit or proceeding (except in relation to any matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty).
B. The Board of Directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay any indemnification required by these bylaws. Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of these bylaws. Notwithstanding any of the foregoing, the Board of Directors may on behalf of the Corporation purchase insurance to indemnify the Corporation, its present and former Officers and Directors with regard to any expenses incurred by either the Corporation or its present and former Officers and Directors in connection with the defense of any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) seeking to hold either the Corporation or its present and former Officers and Directors liable by reason of the actions of the Officers or Directors on behalf of the Corporation.
The fiscal year for Louisiana One Call System, Inc. will correspond with the calendar year January 1 through December 31.
A proposed amendment to the Bylaws must be submitted by a Director, or officer, in writing at a meeting of the Board of Directors. A vote will be taken on the proposed amendment at the next regular scheduled meeting. A copy of the proposed amendment and a notice of the impending vote will be communicated to all members a minimum of thirty (30) days prior to the meeting at which a vote on the amendment will be taken. A two-thirds vote of all Directors will be required to pass an amendment.